EXHIBIT 10.1


 


SEVERANCE AGREEMENT


 


This SEVERANCE
AGREEMENT (this “Agreement”)
is entered into as of the 25th day of June, 2008 (the “Effective
Date”), by and between Force Protection, Inc., a Nevada
corporation (the “Company”),
and Charles Mathis (“Executive”).


 


WITNESSETH:


 


WHEREAS, the Executive currently
serves as a key employee of the Company and the Executive’s services and
knowledge are valuable to the Company in connection with the management of one
or more of the Company’s principal operating facilities, divisions, departments
or Subsidiaries (as defined in Section 1):


 


WHEREAS, the Board (as defined
in Section 1) has determined that it is in the best interests of
the Company and its stockholders to improve upon the existing severance
protections for its key employees and to provide an additional inducement to
secure the Executive’s continued services and, in the event of any threat or
occurrence of, or negotiation or other action that could lead to, or create the
possibility of, a Change in Control (as defined in Section 1) of
the Company, to ensure the Executive’s continued and undivided dedication to
the Executive’s duties when faced with the possibility of Change in Control;
and


 


WHEREAS, the Board has
authorized the Company to enter into this Agreement.


 


NOW, THEREFORE, for and in
consideration of the promises and the mutual covenants and agreements herein
contained, the Company and the Executive hereby agree as follows:


 


1.                         Definitions. As used in this
Agreement, the following terms shall have the respective meanings set forth
below:


 


(a)                    “Board” means the Board of Directors
of the Company.


 


(b)                   “Cause” means (i) the Executive’s
material breach of the Executive’s duties and responsibilities (other than as a
result of the Executive’s Disability) which is (x) demonstrably willful
and deliberate on the Executive’s part, (y) committed in bad faith or
without reasonable belief that such breach is in the best interests of the
Company and (z) not remedied within ten (10) days after receipt of
written notice from the Company specifying such breach; (ii) the Executive’s
indictment for, conviction of, or plea of nolo  contendere to, a felony; or (iii) the Executive’s gross
negligence or any act of theft, fraud, misappropriation, malfeasance or
dishonesty by the Executive in connection with the performance of the Executive’s
duties to the Company which is demonstrably willful and deliberate on the
Executive’s part.


 


Cause shall not exist unless and until the Company has delivered to the
Executive a copy of a resolution duly adopted by a majority of the entire Board
at any duly called meeting of the Board (after reasonable notice to the
Executive and an opportunity for the Executive, together with counsel, to be
heard before the Board), finding that in the good faith opinion of the Board an
event set forth in clauses (i), (ii) or (iii) has occurred and
specifying the particulars thereof in detail.


 


The Company must notify the Executive of any event constituting Cause
(in accordance with the provisions of Section 14(b)) within ninety
(90) days following the Board’s (excluding, if applicable, the Executive)
knowledge of its existence or such event shall not constitute Cause under this
Agreement.


 


(c)                    “Change in Control” means the
occurrence of any one of the following events:


 


(i)                                     any
“person” (as such term is defined in Section 3(a)(9) of the
Securities Exchange Act of 1934 (the “Exchange Act”)
and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is
or becomes a “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 35% or more of the combined voting power of the Company’s then
outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided,
however, that the event described in this paragraph (i) shall not
be deemed to be a Change in Control by virtue of any of the following
acquisitions: (A) by the Company or any Subsidiary; (B) by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any Subsidiary; (C) by any underwriter temporarily holding securities
pursuant to an offering of such securities; (D) pursuant to a Non-Control
Transaction (as defined in paragraph (iii) below); or (E) a
transaction (other than one 


 

















 


described in paragraph (iii) below) in which Company Voting
Securities are acquired from the Company, if a majority of the Incumbent Board
(as defined in paragraph (ii) below) approves a resolution providing
expressly that the acquisition pursuant to this clause (E) does not
constitute a Change in Control under this paragraph (i);


 


(ii)                                  individuals
who, on February 29, 2008, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to February 29,
2008, whose election or nomination for election was approved by a vote of at
least two-thirds of the directors comprising the Incumbent Board (either by a
specific vote or by approval of the proxy statement of the Company in which
such person is named as a nominee for director, without objection to such
nomination) shall be considered a member of the Incumbent Board; provided,
however, that no individual initially elected or nominated as a director
of the Company as a result of an actual or threatened election contest with
respect to directors or any other actual or threatened solicitation of proxies
or consents by or on behalf of any person other than the Board shall be deemed
to be a member of the Incumbent Board;


 


(iii)                               the
consummation of a merger, consolidation, share exchange or similar form of
corporate transaction involving the Company or any of its Subsidiaries that
requires the approval of the Company’s stockholders (whether for such
transaction or the issuance of securities in the transaction or otherwise) (a “Reorganization”), unless
immediately following such Reorganization: (A) more than 60% of the total
voting power of (x) the corporation resulting from such Reorganization (the
“Surviving Company”), or (y) if
applicable, the ultimate parent corporation that directly or indirectly has
beneficial ownership of 95% of the voting securities eligible to elect
directors of the Surviving Company (the “Parent Company”),
is represented by Company Voting Securities that were outstanding immediately
prior to such Reorganization (or, if applicable, is represented by shares into
which such Company Voting Securities were converted pursuant to such
Reorganization), and such voting power among the holders thereof is in
substantially the same proportion as the voting power of such Company Voting
Securities among holders thereof immediately prior to the Reorganization; (B) no
person (other than any employee benefit plan (or related trust) sponsored or
maintained by the Surviving Company or the Parent Company) is or becomes the
beneficial owner, directly or indirectly, of 35% or more of the total voting
power of the outstanding voting securities eligible to elect directors of the
Parent Company (or, if there is no Parent Company, the Surviving Company); and (C) at
least a majority of the members of the board of directors of the Parent Company
(or, if there is no Parent Company, the Surviving Company) following the
consummation of the Reorganization were members of the Incumbent Board at the
time of the Board’s approval of the execution of the initial agreement
providing for such Reorganization (any Reorganization which satisfies all of
the criteria specified in (A), (B) and (C) above shall be deemed to
be a “Non-Control Transaction”);


 


(iv)                              the
stockholders of the Company approve a plan of complete liquidation or
dissolution; or


 


(v)                                 the
consummation of a sale (or series of sales) of all or substantially all of the
assets of the Company and its Subsidiaries to an entity that is not an
affiliate of the Company.


 


Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because any person acquires beneficial
ownership of 35% or more of the Company Voting Securities as a result of the
acquisition of Company Voting Securities by the Company which reduces the
number of Company Voting Securities outstanding; provided, that, if after such
acquisition by the Company such person becomes the beneficial owner of
additional Company Voting Securities that increases the percentage of
outstanding Company Voting Securities beneficially owned by such person, a
Change in Control shall then occur.


 


(d)                   “Change in Control Termination Period”
means the period of time beginning with a Change in Control and ending at the
end of the Window Period.


 


(e)                    “Date of Termination” means (i) the
effective date on which the Executive’s employment with the Company terminates,
as specified in a prior written notice by the Company or the Executive, as the
case may be, to the other, delivered pursuant to Section 14, or (ii) if
the Executive’s employment with the Company terminates by reason of death, the
date of death of the Executive.


 


(f)                      “Disability” means the Executive’s
incapacity due to physical or mental illness, as evidenced by a written
statement from a licensed physician acceptable to the Company or by the
insurance company which insures the Company’s long-term disability plan in
which the Executive is eligible to participate which confirms the Executive’s inability
to perform due to such physical or mental illness.


 

















 


(g)                   “Good Reason” means, without the
Executive’s express written consent, the occurrence of any of the following
events following a Change in Control:


 


(i)                       (A) any
change in the authority, duties or responsibilities that is inconsistent in any
material and adverse respect with the Executive’s authority, position(s),
duties, responsibilities or status with the Company immediately prior to such
Change in Control (including any material and adverse diminution of such duties
or responsibilities) or (B) a material and adverse change in the Executive’s
reporting responsibilities, titles or offices with the Company as in effect
immediately prior to such Change in Control;


 


(ii)                    a material
reduction by the Company in the Executive’s rate of annual base salary or
annual target bonus opportunity (including any material and adverse change in
the formula for such annual bonus target) as in effect immediately prior to
such Change in Control or as the same may be increased from time to time
thereafter;


 


(iii)                 any requirement
of the Company that the Executive be based anywhere more than fifty (50) miles
from the place of business where the Executive is located at the time of the
Change in Control;


 


(iv)                the failure of the
Company to continue in effect any employee benefit plan or compensation plan in
which the Executive is participating immediately prior to such Change in
Control and which is material to the Executive’s overall compensation, unless
the Executive is permitted to participate in other plans providing the
Executive with benefits or compensation which are not materially less, or the
taking of any action by the Company which would materially and adversely affect
the Executive’s participation in or materially and adversely reduce the
Executive’s benefits under any such plan; or


 


(v)                   a material
breach by the Company of this Agreement or any other material agreement in
effect between the Executive and the Company.


 


Any event described in this Section 1(g) which occurs
prior to a Change in Control, but was at the request of a third party who had
indicated an intention or taken steps reasonably calculated to effect a Change
in Control and who effectuates a Change in Control, shall constitute Good
Reason following a Change in Control for purposes of this Agreement (treating
the date of such event as the date of the Change in Control) notwithstanding
that it occurred prior to the Change in Control. For purposes of this
Agreement, any good faith determination of Good Reason made by the Executive
shall be conclusive; provided, however, that an isolated,
insubstantial and inadvertent action taken in good faith and which is remedied
by the Company promptly after receipt of notice thereof given by the Executive
shall not constitute Good Reason. The Executive must provide notice of
termination of employment (in accordance with the provisions of Section 14(b))
within ninety (90) days of the Executive’s knowledge of an event constituting
Good Reason or such event shall not constitute Good Reason under this
Agreement. The Company shall have thirty (30) days following its receipt of a
notice of termination of employment from the Executive to remedy the condition
the Executive claimed to provide a basis for such termination in the notice of
termination.


 


(h)                   “Nonqualifying Termination” means a
termination of the Executive’s employment (i) by the Company for Cause, (ii) by
the Executive for any reason other than (x) for Good Reason during the
Change in Control Termination Period or (y) for any reason during the
Window Period, (iii) as a result of the Executive’s death, or (iv) by
the Company due to the Executive’s absence from the Executive’s duties with the
Company on a full-time basis for at least one hundred thirty (130) business
days during any consecutive 12-month period as a result of the Executive’s
Disability.


 


(i)                       “Subsidiary” means any corporation
or other entity in which the Company has a direct or indirect ownership
interest of 50% or more of the total combined voting power of the then
outstanding securities or interests of such corporation or other entity
entitled to vote generally in the election of directors or in which the Company
has the right to receive 50% or more of the distribution of profits or 50% of
the assets on liquidation or dissolution.


 


(j)                       “Window Period” means the thirty
(30) day period immediately following the six (6) month anniversary of a
Change in Control.


 


2.                         Obligations of the Executive. The
Executive agrees that if a Change in Control shall occur, the Executive shall
not voluntarily leave the employ of the Company without Good Reason until
ninety (90) days following such Change in Control.


 


3.                         Severance Payments. Except as
otherwise provided in Section 4 and subject to Section 6
and Section 19, if the Executive’s employment with the Company is
terminated other than by reason of a Nonqualifying Termination, then the
Company shall pay or provide the Executive (or the Executive’s beneficiary or
estate) with the following payments or benefits:


 

















 


(a)                    a
lump-sum cash amount within thirty (30) days following the Date of Termination
equal to the sum of: (i) the Executive’s base salary through the Date of
Termination, and any accrued vacation, in each case to the extent not
theretofore paid; (ii) any unpaid bonus accrued with respect to the fiscal
year ending on or preceding the Date of Termination; and (iii) subject to
presentment of appropriate documentation, any unreimbursed expenses incurred
through the Date of Termination in accordance with Company policy
(collectively, the “Accrued Amounts”);


 


(b)                   a
lump-sum cash amount within the calendar year next following the calendar year
during which the Date of Termination occurs equal to the product of (i) the
annual bonus the Executive would have been paid based on the achievement of
actual performance goals and (ii) a fraction, the numerator of which is
the number of days in the fiscal year in which the Date of Termination occurs
through the Date of Termination and the denominator of which is three hundred sixty-five
(365) (the “Pro-Rata Bonus”);


 


(c)                    a
lump-sum cash amount within thirty (30) days following the Date of Termination
equal to one times the sum of (A) the Executive’s annual base salary and (B) the
greatest of (1) the Executive’s target bonus for the fiscal year in which
the Executive’s Date of Termination occurs and (2) the average of the
actual bonuses earned by the Executive in respect of the two (2) preceding
fiscal years of the Company immediately preceding the fiscal year in which the
Date of Termination occurs;


 


(d)                   subject
to (A) the Executive’s timely election of continuation coverage under the
Consolidated Budget Omnibus Reconciliation Act of 1985, as amended (“COBRA”), (B) the Executive’s
continued co-payment of the employee portion of any contribution or premium at
the same level and cost to the Executive as if the Executive were an employee
of the Company (excluding, for purposes of calculating cost, an employee’s
ability to pay premiums with pre-tax dollars) and (C) the Executive’s continued
eligibility for COBRA continuation coverage, the Company will pay for a period
of up to twelve (12) months following the Date of Termination the portion of
the Executive’s COBRA premium equivalent to what the Company would have paid if
the Executive were an employee of the Company. Notwithstanding the foregoing,
in the event the Executive fails to pay any required contribution or premium or
becomes employed with another employer and becomes eligible to receive
substantially similar or improved medical, dental or vision benefits from such
employer (whether or not the Executive accepts such benefits), the Company’s
obligations under this Section 3(d) shall immediately cease, except
that the Company’s obligation to continue to make available continuation
coverage under COBRA at the full COBRA rates shall be determined in accordance
with COBRA. The Executive will notify the Company of the Executive’s
eligibility for medical, dental or vision benefits from a subsequent employer
within thirty (30) days of such eligibility; and


 


(e)                    with
respect to outstanding equity awards held by the Executive as of the Date of
Termination, all stock options and stock appreciation rights that would become
vested and exercisable if the Executive had continued to be employed with the
Company during the twelve (12) month period commencing on the Date of
Termination shall vest and become exercisable and the restrictions on all
restricted stock awards, restricted stock units and other equity or incentive
awards that would have lapsed if the Executive had continued to be employed
with the Company during the twelve (12) month period commencing on the Date of
Termination shall lapse and such awards shall become immediately payable; and


 


(f)                      all
other payments, benefits or fringe benefits to which the Executive shall be
entitled under the terms of any applicable compensation arrangement or benefit,
equity or fringe benefit plan or program or grant (the “Other
Benefits”).


 


4.                         Change in Control Severance Payments.
If a Change in Control occurs and the Executive’s employment with the Company
is terminated (x) other than by reason of a Nonqualifying Termination (1) during
the Change in Control Termination Period or (2) prior to the Change in
Control Termination Period and the Executive reasonably demonstrates that such
termination was at the request of a third party who had indicated an intention
or taken steps reasonably calculated to effect such Change in Control and who
effectuates such Change in Control (or such termination was otherwise in
anticipation of such Change in Control) or (y) by the Executive for any
reason during the Window Period, then, subject to Section 6 and Section 19
the Company shall pay or provide the Executive (or the Executive’s beneficiary
or estate) with the following payments or benefits:


 


(a)                    a
lump-sum cash amount within thirty (30) days following the Date of Termination
(or, if later, the date of the Change in Control) equal to the sum of the
Accrued Amounts;


 


(b)                   a
lump-sum cash amount within the calendar year next following the calendar year
during which the Date of Termination occurs equal to the Pro-Rata Bonus;


 


(c)                    a
lump-sum cash amount within thirty (30) days following the Date of Termination
(or, if later, the date of the Change in Control) equal to one and one-half
times the sum of: (A) the Executive’s highest rate of annual base salary
during the 12-month period prior to the Date of Termination; and (B) the
greatest of (1) the Executive’s target 


 

















 


bonus for the fiscal year in which the Executive’s
Date of Termination occurs, (2) the Executive’s target bonus for the
fiscal year in which the Change in Control occurs and (3) the average of
the actual bonuses earned by the Executive in respect of the two (2) preceding
fiscal years of the Company immediately preceding the fiscal year in which the
Change in Control occurs;


 


(d)                   COBRA
continuation coverage pursuant to Section 3(d), except that the
Company will pay the portion of the Executive’s COBRA premium equivalent to
what the Company would have paid if the Executive were an employee of the
Company for a period of up to eighteen (18) months following the Date of
Termination instead of for up to twelve (12) months;


 


(e)                    with
respect to outstanding equity awards held by the Executive as of the Date of
Termination, all stock options and stock appreciation rights shall vest and
become exercisable and the restrictions on all restricted stock awards,
restricted stock units and other equity or incentive awards shall lapse and
such awards shall become immediately payable; and


 


(f)                      the
Other Benefits.


 


Notwithstanding anything herein to the contrary, if
the Executive becomes entitled to, and receives, payments and benefits pursuant
to Section 3 and thereafter becomes entitled to payments and
benefits pursuant to this Section 4, payments and benefits due
under this Section 4 shall be reduced by any amounts received
pursuant to Section 3.


 


5.                         Payments Upon Non-Qualifying Termination of
Employment. If the Executive’s employment with the Company shall
terminate by reason of a Nonqualifying Termination, then the Company shall pay
to the Executive (or the Executive’s beneficiary or estate) within thirty (30)
days following the Date of Termination, a lump-sum cash amount equal to the
Accrued Amounts (other than the amount described in Section (3a)(ii))
and provide the Other Benefits.


 


6.                         Release Required; Resignations. Any
amounts payable pursuant to this Agreement (other than Accrued Amounts and
Other Benefits) shall only be payable if the Executive executes and delivers to
the Company (and does not revoke) a general release of claims in a form
substantially in the form of Exhibit A attached hereto. In addition, upon
any termination of the Executive’s employment with the Company, the Executive
shall promptly resign from any position as an officer, director or fiduciary of
any Company-related entity.


 


7.                         Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary notwithstanding, in the
event it shall be determined that any payment, award, benefit or distribution
(or any acceleration of any payment, award, benefit or distribution) by the
Company (or any of its affiliated entities) or any entity which effectuates a
Change in Control (or any of its affiliated entities) to or for the benefit of
the Executive (whether pursuant to the terms of this Agreement or otherwise,
but determined without regard to any additional payments required under this Section 7)
(a “Payment”) would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended (the “Code”), or
any interest or penalties are incurred by the Executive with respect to such
excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the “Excise
Tax”), then the Company shall pay the Executive an additional
payment (a “Gross-Up Payment”) in an
amount such that, after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes) including, without
limitation, any income and employment taxes (and any interest and penalties
imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up
Payment, the Executive retains an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments. For purposes of determining the amount of
the Gross-Up Payment, the Executive shall be deemed to (i) pay federal
income taxes at the highest marginal rates of federal income taxation for the
calendar year in which the Gross-Up Payment is to be made, and (ii) pay
applicable state and local income taxes at the highest marginal rate of
taxation for the calendar year in which the Gross-Up Payment is to be made, net
of the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes.


 


(b)                   Subject
to the provisions of Section 7(a), all determinations required to
be made under this Section 7, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determinations, shall be made by the public
accounting firm that is retained by the Company as of the date immediately
prior to the Change in Control (the “Accounting Firm”)
which shall provide detailed supporting calculations both to the Company and
the Executive within fifteen (15) business days of the receipt of notice from
the Company or the Executive that there has been a Payment, or such earlier
time as is requested by the Company (collectively, the “Determination”).
Notwithstanding the foregoing, in the event (i) the Board shall determine
prior to the Change in Control that the Accounting Firm is precluded from
performing such services under applicable auditor independence rules, (ii) the
Audit Committee of the Board determines that it does not want the Accounting
Firm to perform such services because of auditor independence concerns or (iii) the



 

















 


Accounting Firm is serving as accountant or auditor
for the individual, entity or group effecting the Change in Control, the Board
shall appoint another nationally recognized public accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be borne solely by the Company and the Company shall enter into any
agreement requested by the Accounting Firm in connection with the performance
of the services hereunder. The Gross-Up Payment under this Section 7
with respect to any Payments shall be made no later than thirty (30) days
following such Payment and, in no event, later than the calendar year next
following the calendar year in which the Executive remits the taxes to which
such Gross-Up Payment relates. If the Accounting Firm determines that no Excise
Tax is payable by the Executive, it shall furnish the Executive with a written
opinion to such effect, and to the effect that failure to report the Excise
Tax, if any, on the Executive’s applicable federal income tax return will not
result in the imposition of a negligence or similar penalty. The Determination
by the Accounting Firm shall be binding upon the Company and the Executive. As
a result of the uncertainty in the application of Section 4999 of the Code
at the time of the Determination, it is possible that Gross-Up Payments which
will not have been made by the Company should have been made (“Underpayment”) or Gross-Up Payments
are made by the Company which should not have been made (“Overpayment”),
consistent with the calculations required to be made hereunder. In the event
that the Executive thereafter is required to make payment of any additional
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid
by the Company to or for the benefit of the Executive. In the event the amount
of the Gross-Up Payment exceeds the amount necessary to reimburse the Executive
for the Executive’s Excise Tax, the Accounting Firm shall determine the amount
of the Overpayment that has been made and any such Overpayment (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code)
shall be promptly paid by the Executive to or for the benefit of the Company.
The Executive shall cooperate, to the extent the Executive’s expenses are
reimbursed by the Company, with any reasonable requests by the Company in
connection with any contests or disputes with the Internal Revenue Service in
connection with the Excise Tax.


 


(c)                    Nothing
in this Section 7 is intended to violate the Sarbanes-Oxley Act and
to the extent that any advance hereunder would do so, such obligation shall be
modified so as to make the advance a nonrefundable payment to the Executive.


 


8.                         Restrictive Covenants.


 


(a)                    Non-Compete. While employed by the
Company and during the twelve (12) month period after the Date of Termination
(the “Restricted Period”), the Executive
shall not directly or indirectly (without the prior written consent of the
Company):


 


(i)                       hold a 5%
or greater equity (including stock options whether or not exercisable), voting
or profit participation interest in a Competitive Enterprise, or


 


(ii)                    associate
(including as an officer, employee, partner, consultant, agent or advisor) with
a Competitive Enterprise and in connection with the Executive’s association
engage, or directly or indirectly manage or supervise personnel engaged, in any
activity:


 


(A)                              that
is substantially related to any activity that the Executive was engaged in with
the Company or any of its affiliated entities during the twelve (12) months
prior to the Date of Termination (excluding as a director),


 


(B)                                that
is substantially related to any activity for which the Executive had direct or
indirect managerial or supervisory responsibility with the Company or any of
its affiliated entities during the twelve (12) months prior to the Date of
Termination, or


 


(C)                                that
calls for the application of specialized knowledge or skills substantially
related to those used by the Executive in the Executive’s activities with the
Company or any of its affiliated entities during the twelve (12) months prior
to the Date of Termination.


 


For purposes of this Agreement, “Competitive Enterprise”
means any business enterprise anywhere worldwide that either (A) engages
in the manufacture and sale of blast- and ballistic- protected wheeled vehicles
for the US or foreign militaries or (B) holds a 5% or greater equity,
voting or profit participation interest in any enterprise that engages in such
a competitive activity.


 


(b)                   Non-Solicit. During the Restricted
Period, the Executive shall not, in any manner, directly or indirectly (without
the prior written consent of the Company): (i) Solicit any Client to
transact business with a Competitive Enterprise or to reduce or refrain from
doing any business with the Company or any of its affiliated entities, (ii) 


 

















 


transact business with any Client that would cause the
Executive to be engaged in a Competitive Enterprise, (iii) interfere with
or damage any relationship between the Company or any of its affiliated
entities and a Client or (iv) Solicit anyone who is then an employee of
the Company or any of its affiliated entities to resign from the Company or
affiliated entity or to apply for or accept employment with any other business
or enterprise.


 


(c)                    For
purposes of this Agreement, a “Client”
means any client or prospective client of the Company or any of its affiliated
entities to whom the Executive provided services, or for whom the Executive
transacted business, or whose identity became known to the Executive in
connection with the Executive’s relationship with or employment with the
Company, and “Solicit” means any direct or
indirect communication of any kind, regardless of who initiates it, that in any
way invites, advises, encourages or requests any person to take or refrain from
taking any action.


 


(d)                   Confidential Information. The
Executive hereby acknowledges that, as an employee of the Company, the
Executive will have access to confidential information of a special and unique
nature and value relating to the Company and its strategic plan and financial
operations. The Executive further recognizes and acknowledges that all such
confidential information is the exclusive property of the Company, is material
and confidential, and is critical to the successful conduct of the business of
the Company. Accordingly, the Executive hereby covenants and agrees not to, at
any time, directly or indirectly, divulge, reveal or communicate any such
confidential information to any person, firm, corporation or entity whatsoever,
or use any such confidential information for the Executive’s own benefit or for
the benefit of others. Notwithstanding the foregoing, the Executive shall be
authorized to disclose confidential information (i) as may be required by
law or legal process after providing the Company with prior written notice and
an opportunity to respond to such disclosure (unless such notice is prohibited
by law), (ii) in any criminal proceeding against the Executive after
providing the Company with prior written notice and an opportunity to seek
protection for such confidential information, and (ill) with the prior written
consent of the Company.


 


(e)                    Return of Company Property. On the Date
of Termination (or at any time prior thereto at the Company’s request), the
Executive shall return all property (both tangible and intellectual) belonging
to the Company or any of its affiliated entities (including, but not limited
to, files, monthly management financial booklets, projections, forecasts,
balance sheets, income statements, audited financial statements, total cost
development budgets, actual or prospective purchaser or customer lists, written
proposals and studies, plans, drawings, specifications, reports to creditors,
books, accounts, reports to directors, minutes, resolutions, certificates, bank
account numbers, passwords, rolodexes, identification cards, credit cards,
computers, fax machines, cellular or other telephones, Blackberries, beepers,
PDA’s, keys, card access keys to any building of the Company or any of its
affiliated entities, deeds, contracts, office equipment and supplies, records,
computer disks and any other documents or things received or acquired in
connection with the Executive’s employment with the Company) without retaining
any copies or extracts thereof.


 


(f)                      Nondisparagement. The Executive
agrees not to make negative comments or otherwise disparage the Company or any
of its affiliated entities or its or their officers, directors, employees,
shareholders, agents or products, in any manner likely to be harmful to them or
their business, business reputation or personal reputation.


 


(g)                   Cooperation. Upon the receipt of
reasonable notice from the Company (including outside counsel), the Executive
agrees that while employed by the Company and thereafter, the Executive will
respond and provide information with regard to matters in which the Executive
has knowledge as a result of the Executive’s employment with the Company, and
will provide reasonable assistance to the Company, its affiliated entities and
their respective representatives in defense of any claims that may be made
against the Company or any of its affiliated entities, and will assist the
Company and its affiliated entities in the prosecution of any claims that may
be made by the Company or any of its affiliated entities, to the extent that
such claims may relate to the period of the Executive’s employment with the
Company. The Executive agrees to promptly inform the Company if the Executive
becomes aware of any lawsuits involving such claims that may be filed or
threatened against the Company or any of its affiliated entities. The Executive
also agrees to promptly inform the Company (to the extent that the Executive is
legally permitted to do so) if the Executive is asked to assist in any
investigation of the Company or any of its affiliated entities (or their
actions), regardless of whether a lawsuit or other proceeding has then been
filed against the Company or any of its affiliated entities with respect to
such investigation, and shall not do so unless legally required.


 


(h)                   Survival. The obligations contained
in this Section 8 shall survive the termination of the Executive’s
employment with the Company and shall be fully enforceable thereafter.


 


(i)                       Validity. The terms and provisions
of this Section 8 are intended to be separate and divisible
provisions and if, for any reason, any one or more of them is held to be
invalid or unenforceable, neither the validity nor the enforceability of any
other provision of this Agreement shall thereby be affected. The parties hereto
acknowledge that the potential restrictions on the Executive’s future
employment imposed by this Section 8 are reasonable in both 


 

















 


duration and geographic scope and in all other
respects. If for any reason any court of competent jurisdiction shall find any
provisions of this Section 8 unreasonable in duration or geographic
scope or otherwise, the Executive and the Company agree that the restrictions
and prohibitions contained herein shall be effective to the fullest extent
allowed under applicable law in such jurisdiction.


 


(j)                       Tolling. In the event of any
violation of the provisions of this Section 8 on or after the Date
of Termination, the Executive acknowledges and agrees that the post-termination
restrictions contained in this Section 8 shall be extended by a
period of time equal to the period of such violation, it being the intention of
the parties hereto that the running of the applicable post-termination
restriction period shall be tolled during any period of such violation.


 


9.                         Withholding Taxes. The Company may
withhold from all payments due to the Executive (or the Executive’s beneficiary
or estate) hereunder all taxes which, by applicable federal, state, local or
other law or regulation, the Company is required to withhold therefrom.


 


10.                   Reimbursement of Expenses.


 


(a)                    If
any contest or dispute shall arise under this Agreement involving the
termination of the Executive’s employment with the Company (including the
covenants contained in Section 8) or involving the failure or refusal of
the Company to perform fully in accordance with the terms hereof (a “Dispute”) and the Executive
prevails on the material issues in such Dispute, the Company shall, upon
presentment of appropriate documentation (which submission shall be made within
forty-five (45) days after the resolution of such Dispute), promptly pay or
reimburse the Executive, for all reasonable legal fees and expenses (including
costs of the arbitrators) incurred by the Executive in connection with such
Dispute.


 


(b)                   Notwithstanding
the provisions of Section 10(a) the Company shall, on a
quarterly basis, upon presentment of appropriate documentation (which
submission shall be made within forty-five (45) days after the end of such
quarter), reimburse the Executive for all legal fees and expenses (including
costs of the arbitrators), if any, incurred by the Executive in connection with
a Dispute arising on or after a Change in Control (or otherwise related to a
Change in Control), except that the Executive shall reimburse the Company (to
the extent permitted under applicable law) for the fees and expenses advanced (i) in
the event the Executive’s claims are determined to have been advanced by the
Executive in bad faith or were frivolous, or (ii) to the extent that such
legal fees and expenses are determined to be unreasonable.


 


11.                   Termination of Agreement. This
Agreement shall be effective on the Effective Date and shall terminate one year
after the date of any written notification from the Company to the Executive
terminating this Agreement; provided, however, that if a Change
in Control occurs while this Agreement is still operative, any written
notification to the Executive terminating this Agreement (including any written
notification given prior to such Change in Control), shall not be effective
prior to the end of the Change in Control Termination Period; and provided,
further, that this Agreement shall continue in effect following any termination
that is not a Nonqualifying Termination which occurs prior to such termination
with respect to all rights and obligations accruing as a result of such
termination.


 


12.                   Scope of Agreement. Nothing in this
Agreement shall be deemed to alter the “at-will” nature of the Executive’s
employment or entitle the Executive to continued employment with the Company.


 


13.                   Successors; Binding Agreement.


 


(a)                    This
Agreement shall not be terminated by any Reorganization. In the event of any
Reorganization, the provisions of this Agreement shall be binding upon the
surviving or resulting corporation or the person or entity to which such assets
are transferred.


 


(b)                   The
Company agrees that concurrently with any Reorganization that does not
constitute a Non-Control Transaction, it will cause any successor or transferee
unconditionally to assume, by written instrument delivered to the Executive (or
the Executive’s beneficiary or estate), all of the obligations of the Company
hereunder. Failure of the Company to obtain such assumption prior to the
effectiveness of any such Reorganization, shall be a material breach of this
Agreement and shall constitute Good Reason hereunder and shall entitle the
Executive to compensation and other benefits from the Company in the same amount
and on the same terms as the Executive would be entitled hereunder if the
Executive’s employment were terminated following a Change in Control other than
by reason of a Nonqualifying Termination. For purposes of implementing the
foregoing, the date on which any such Reorganization becomes effective shall be
deemed the date Good Reason occurs, and shall be the Date of Termination, if
requested by the Executive.


 


(c)                    This
Agreement is personal to the Executive and without the prior written consent of
the Company shall not be assignable by the Executive. This Agreement shall
inure to the benefit of, and be enforceable by, the Executive’s 


 

















 


personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive shall die while any amounts would be payable to the Executive
hereunder had the Executive continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to such person or persons appointed in writing by the Executive to
receive such amounts or, if no person is so appointed, to the Executive’s
estate.


 


14.                   Notices. (a) For purposes of
this Agreement, all notices and other communications required or permitted
hereunder (each, a “Notice”)
shall be in writing and shall be sent by either party by personal delivery,
e-mail, fax (with a Notice contemporaneously given by another method specified
in this Section 14), recognized overnight commercial courier or United
States mail (certified and return receipt requested, postage prepaid) and shall
be deemed to have been duly given when delivered or five (5) days after
deposit in the United States mail, addressed as follows:


 


If to the Company:                               Force
Protection, Inc.


9801 Highway 78, Building No. 1


Ladson, South Carolina 29456-3802


Attention: Co-General Counsel


Facsimile: (843) 553.1311


 


If to the Executive:                               To
the Executive’s last address (or to the last


facsimile number) shown on the records


of the Company


 


or
to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt (or refusal of receipt).


 


(b)                   A
written notice of the Executive’s Date of Termination by the Company or the
Executive, as the case may be, to the other, shall (i) indicate the
specific termination provision in this Agreement relied upon, (ii) to the
extent applicable, set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provision so indicated and (iii) specify the termination date (which
date shall be not less than thirty (30) nor more than sixty (60) days after the
giving of such notice). The failure by the Executive or the Company to set
forth in such notice any fact or circumstance which contributes to a showing of
Good Reason or Cause shall not waive any right of the Executive or the Company
hereunder or preclude the Executive or the Company from asserting such fact or
circumstance in enforcing the Executive’s or the Company’s rights hereunder.


 


15.                   Full Settlement; No Mitigation. The
Company’s obligation to make any payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall be in lieu of and in full
settlement of all other severance or similar payments to the Executive under
any other severance or employment agreement between the Executive and the
Company, any severance plan of the Company and any statutory entitlement (including
notice of termination, termination pay and/or severance pay). The Company’s
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have
against the Executive or others. In no event shall the Executive be obligated
to seek other employment or take other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement
and, except as provided in Section 3(d), such amounts shall not be
reduced whether or not the Executive obtains other employment.


 


16.                   Employment with Subsidiaries.
Employment with the Company for purposes of this Agreement shall include
employment with any Subsidiary or affiliate entity.


 


17.                   GOVERNING LAW; VALIDITY. THE
INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF SOUTH CAROLINA WITHOUT REGARD TO THE PRINCIPLE OF CONFLICTS OF
LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT
SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF ‘THIS
AGREEMENT, WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.


 


18.                   Disputes.


 


(a)                    Mandatory Arbitration. Subject to
the provisions of this Section 18, any Dispute will be finally
settled by arbitration in Charleston, South Carolina administered by the
American Arbitration Association (the “AAA”) under
its Commercial Arbitration Rules then in effect. However, the AAA’s
Commercial Arbitration Rules will be modified in the following ways: (i) the
decision must not be a compromise but must be the adoption of the submission by
one of the parties; (ii) the dispute shall be decided by a panel of three (3) arbitrators,
one appointed 


 

















 


by each of the parties and the third appointed by the
other two (2) arbitrators or, if the arbitrators do not agree, appointed
by the AAA; (iii) each arbitrator will agree to treat as confidential
evidence and other information presented to them; (iv) there will be no
authority to award punitive damages (and the Executive and the Company agree
not to request any such award); (v) the optional Rules for Emergency
Measures of Protections will apply; (vi) there will be no authority to
amend or modify the terms of this Agreement except as provided in Section 21
(and the Executive and the Company agree not to request any such amendment or
modification); and (vii) a decision must be rendered within ten (10) business
days of the parties’ closing statements or submission of post-hearing briefs.


 


(b)                   Injunctions and Enforcement of Arbitration Awards.
The Executive or the Company may bring an action or special proceeding in a
state or federal court of competent jurisdiction sitting in Charleston, South
Carolina to enforce any arbitration award under Section 18(a).
Also, the Company may bring such an action or proceeding, in addition to its
rights under Section 18(a), and whether or not an arbitration
proceeding has been or is ever initiated, to temporarily, preliminarily or
permanently enforce any part of Section 8. The Executive agrees
that (i) violating any part of Section 8 would cause damage to
the Company that cannot be measured or repaired and that the Company’s remedies
at law for a breach or threatened breach of any of the provisions of Section 8
would be inadequate, (ii) the Company therefore is entitled to an
injunction, restraining order or other equitable relief restraining any actual
or threatened violation of Section 8 in addition to any remedies at
law, (iii) no bond will need to be posted for the Company to receive such
an injunction, order or other relief and (iv) no proof will be required
that monetary damages for violations of Section 8 would be
difficult to calculate and that remedies at law would be inadequate. In
addition, in the event of a violation by the Executive of Section 8,
any severance payments or benefits being paid to the Executive pursuant to this
Agreement or otherwise shall immediately cease and any severance previously
paid to the Executive shall be immediately repaid to the Company.


 


(c)                    Jurisdiction and Choice of Forum.
The Executive and the Company irrevocably submit to the exclusive jurisdiction
of any state or federal court located in Charleston, South Carolina over any
Dispute that is not otherwise arbitrated or resolved according to Section 18(a).
This includes any action or proceeding to compel arbitration or to enforce an
arbitration award. Both the Executive and the Company (i) acknowledge that
the forum stated in this Section 18(c) has a reasonable
relation to this Agreement and to the relationship between the Executive and
the Company and that the submission to the forum will apply even if the forum
chooses to apply non-forum law, (ii) waive, to the extent permitted by
law, any objection to personal jurisdiction or to the laying of venue of any
action or proceeding covered by this Section 18(c) in the
forum stated in this Section 18(c), (iii) agree not to
commence any such action or proceeding in any forum other than the forum stated
in this Section 18(c) and (iv) agree that, to the extent
permitted by law, a final and non-appealable judgment in any such action or
proceeding in any such court will be conclusive and binding on the Executive
and the Company. However, nothing in this Agreement precludes the Executive or
the Company from bringing any action or proceeding in any court for the purpose
of enforcing the provisions of Section 18(a) and this Section 18(c).


 


19.                   Section 409A of the Code. The
parties agree that this Agreement is intended to comply with the requirements
of Section 409A of the Code and the regulations and other guidance
promulgated thereunder (“Section 409A”)
or an exemption from Section 409A. Notwithstanding anything in this Agreement
to the contrary, if the Executive is a “specified employee” (as described in Section 409A)
on the Date of Termination, any amount to which the Executive would otherwise
be entitled during the first six months following a separation of service that
constitutes nonqualified deferred compensation within the meaning of Section 409A
and that is therefore not exempt from Section 409A as involuntary
separation pay or a short-term deferral will be accumulated and paid in a
single lump-sum cash payment (without interest) on the earlier of (i) the
first business day of the seventh month following the date of such “separation
from service” (as defined under Section 409A) or (ii) the date of the
Executive’s death, and any remaining payments and benefits due under this
Agreement shall be paid or provided in accordance with the normal payment dates
specified for them herein. For purposes of this Agreement, each amount to be
paid or benefit to be provided hereunder shall be construed as a separate
identified payment for purposes of Section 409A.


 


20.                   Counterparts. This Agreement may be
executed (including by facsimile transmission confirmed promptly thereafter by
actual delivery of executed counterparts) in counterparts, each of which shall
be deemed to be an original and all of which together shall constitute one and
the same instrument.


 


21.                   Miscellaneous. No provision of this
Agreement may be modified or waived unless such modification or waiver is
agreed to in writing and signed by the Executive and by a duly authorized
officer of the Company. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or any
prior or subsequent time. Failure by the Executive or the Company to insist
upon strict compliance with any provision of this Agreement or to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate 


 

















 


employment for Good Reason or the Company to terminate
employment for Cause, shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement. This Agreement
together with all exhibits hereto sets forth the entire agreement of the
parties hereto in respect of the subject matter contained herein. No agreements
or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly
set forth in this Agreement. Except as otherwise specifically provided for
herein, the rights of, and benefits payable to, the Executive or the Executive’s
estate or beneficiaries pursuant to this Agreement are in addition to any
rights of, or benefits payable to, the Executive or the Executive’s estate or
beneficiaries under any other employee benefit plan or compensation program of
the Company.


 


22.                   Section Headings. The section
headings used in this Agreement are included solely for convenience and shall
not affect, or be used in connection with, the interpretation of this
Agreement.


 


[Signatures on next page]


 

















 


IN WITNESS WHEREOF, the Company
has caused this Agreement to be executed by a duly authorized officer of the
Company and the Executive has executed this Agreement on the Effective Date.


 


 


	
  FORCE PROTECTION, INC.

  
	
  By:

  	
  /s/ Lenna Ruth Macdonald

  	
   

  
	
  Name:  Lenna
  Ruth Macdonald

  
	
  Title:  Chief
  Strategy Officer, General Counsel and Corporate Secretary

  
	
   

  
	
   

  
	
  “EXECUTIVE”

  
	
   

  	
  /s/ Charles Mathis

  	
   

  
	
  Name: Charles Mathis

  
				



 

















 


Exhibit A


 


Form of
General Release


 


This General Release, dated as of the [·] day of [·] 20 [·], is delivered by [·] (the “Executive”) to and for the benefit
of the Released Parties (as defined below). The Executive acknowledges that
this General Release is being executed in accordance with Section 6 of the
Severance Agreement dated [·], 200[·] (the “Severance Agreement”).


 


1.                         General Release. (a) The
Executive, for himself and for the Executive’s heirs, dependents, assigns,
agents, executors, administrators, trustees and legal representatives
(collectively, the “Releasors”)
hereby forever releases, waives and discharges the Released Parties (as defined
below) from each and every claim, demand, cause of action, fee, liability or
right of any sort (based upon legal or equitable theory, whether contractual,
common-law, statutory, federal, state, local or otherwise), known or unknown,
which Releasors ever had, now have, or hereafter may have against the Released
Parties by reason of any actual or alleged act, omission, transaction,
practice, policy, procedure, conduct, occurrence, or other matter from the
beginning of the world up to and including the Effective Date (as defined
below), including, without limitation, those in connection with, or in any way
related to or arising out of, the Executive’s employment or termination of
employment or any other agreement, understanding, relationship, arrangement,
act, omission or occurrence, with the Released Parties.


 


(b)                   Without
limiting the generality of the previous paragraph, this General Release is
intended to and shall release the Released Parties from any and all claims,
whether known or unknown, which Releasors ever had, now have, or may hereafter
have against the Released Parties including, but not limited to: (1) any
claim of discrimination or retaliation under the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act, the Americans with
Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income
Security Act of 1974, as amended (excluding claims for accrued, vested benefits
under any employee benefit or pension plan of the Released Parties subject to
the terms and conditions of such plan and applicable law) and the Family and
Medical Leave Act; (2) any claim under the South Carolina Human Affairs
Law and the South Carolina Wage Payment Statute; (3) any other claim
(whether based on federal, state or local law or ordinance, statutory or
decisional) relating to or arising out of the Executive’s employment, the terms
and conditions of such employment, the termination of such employment and/or
any of the events relating directly or indirectly to or surrounding the
termination of such employment, including, but not limited to, breach of
contract (express or implied), tort, wrongful discharge, detrimental reliance,
defamation, emotional distress or compensatory or punitive damages; and (4) any
claim for attorney’s fees, costs, disbursements and the like.


 


(c)                    The
foregoing release does not in any way affect: (1) the Executive’s rights
of indemnification to which the Executive was entitled immediately prior to the
Date of Termination (as defined in the Severance Agreement); and (2) the
right of the Executive to take whatever steps may be necessary to enforce the
terms of the Severance Agreement.


 


(d)                   For
purposes of this General Release, the “Released Parties”
means Force Protection, Inc. (the “Company”),
all current and former parents, subsidiaries, related companies, partnerships,
joint ventures and employee benefit programs (and the trustees, administrators,
fiduciaries and insurers of such programs), and, with respect to each of them,
their predecessors and successors, and, with respect to each such entity, all
of its past, present, and future employees, officers, directors, members,
stockholders, owners, representatives, assigns, attorneys, agents, insurers, and
any other person acting by, through, under or in concert with any of the
persons or entities listed in this paragraph, and their successors (whether
acting as agents for such entities or in their individual capacities).


 


2.                         No Existing Suit. The Executive
represents and warrants that, as of the Effective Date of this General Release,
the Executive has not filed or commenced any suit, claim, charge, complaint,
action, arbitration, or legal proceeding of any kind against the Company or its
subsidiaries or affiliates. The Executive acknowledges that this General
Release does not prohibit the Executive from filing a charge of discrimination
with the Equal Employment Opportunity Commission.


 


3.                         Knowing and Voluntary Waiver. By
signing this General Release, the Executive expressly acknowledges and agrees
that: (a) the Executive has carefully read it and fully understands what
it means; (b) the Executive has discussed this General Release with an
attorney of the Executive’s choosing before signing it; (c) the Executive
has been given at least twenty-one (21) calendar days to consider this General
Release; (d) the Executive has agreed to this General Release knowingly
and voluntarily and was not subjected to any undue influence or duress; (e) the
consideration provided the Executive under Severance Agreement is sufficient to
support the releases provided by the Executive under this General Release; (f) the
Executive may revoke the Executive’s execution of this General Release within
seven (7) days after the Executive signs it by sending written notice of
revocation as set forth below; 


 

















 


and (g) on the eighth day after the Executive
executes this General Release (the “Effective Date”),
this General Release becomes effective and enforceable, provided that the Executive
does not revoke this Agreement during the revocation period. Any revocation of
the Executive’s execution of this General Release must be submitted, in
writing, to Force Protection, Inc. 9801 Highway 78, Building No. 1,
Ladson, South Carolina 29456-3802, to the attention of the Co-General Counsel,
stating “I hereby revoke my execution of the General Release.” The revocation
must be personally delivered to the General Counsel or mailed to the General
Counsel and postmarked within seven (7) days of the Executive’s execution
of this General Release. If the last day of the revocation period is a
Saturday, Sunday or legal holiday, then the revocation period will be extended
to the following day which is not a Saturday, Sunday or legal holiday. The
Executive agrees that if the Executive does not execute this General Release
or, in the event of revocation, the Executive will not be entitled to receive
any of the payments or benefits under the Severance Agreement (other than the
Accrued Amounts and the Other Benefits). The Executive must execute this
General Release on or before [·], 20 [·].


 


This General Release is final and binding and may not be changed or
modified.


 




	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Charles Mathis