ex10w1-012208.htm


    
      

      

    


    RETIREMENT
      AGREEMENT

     

    THIS
      RETIREMENT AGREEMENT (this “Agreement”) is made and entered into effective as of
      January 17, 2008 (the “Effective Date”), by and between Bristow Group Inc. (the
“Company”) and Michael R. Suldo (the “Executive”).

     

    W
      I T N E S S E T
      H:

     

    WHEREAS,
      the Executive and the Company are parties to that certain Employment Agreement
      dated effective as of June 1, 2005, as amended (the “Prior
      Agreement”);

     

    WHEREAS,
      the Executive has expressed his desire to retire from employment with the
      Company and its affiliates;

     

    WHEREAS,
      the parties mutually desire to arrange for the Executive’s retirement from
      employment with the Company and its affiliates at a future date under the terms
      herein set forth;

     

    WHEREAS,
      in consideration of the mutual promises contained herein, the Executive
      voluntarily enters into this Agreement upon the terms and conditions herein
      set
      forth; and

     

    WHEREAS,
      in consideration of the mutual promises contained herein, the Executive and
      the
      Company voluntarily and willingly desire to enter into this Agreement upon
      the
      terms and conditions herein set forth.

     

    NOW,
      THEREFORE, in consideration of the premises, the terms and provisions set forth
      herein, the mutual benefits to be gained by the performance thereof and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

     

    1. Retirement
      Date and Interim
      Employment.

     

    (a) Employment
      Period and
      Retirement Date.  From and after the Effective Date, the
      Executive shall retain the position with the Company that the Executive held
      immediately prior to the Effective Date until the earlier to occur of (a) the
      Executive’s receipt of thirty (30) days prior written notice from the CEO of the
      Company specifying the effective date of the Executive’s retirement or (b)
      September 30, 2008 (whichever occurs first, the “Retirement
      Date”).  From the Effective Date until the Retirement Date (the
“Employment Period”), the Executive shall continue to serve as a full-time
      employee of the Company subject to the terms of this Agreement.

     

    (b) Duties
      and Compensation
      During the Employment Period.  During the Employment Period,
      the Executive shall continue the duties the Executive had, subject to the
      direction of the CEO of the Company, and receive the same compensation and
      benefits provided to the Executive, immediately prior to the Effective Date;
      provided, however, that, except as provided in Section 2(b) hereof, after the
      Effective Date the Executive shall not be eligible for any bonus or incentive
      awards not earned prior to the Effective Date.

     

    (c) Retirement
      from Employment
      and Officer Positions.  By executing this Agreement, (i) the
      Executive hereby resigns any and all director or officer (or equivalent)
      positions he holds with the Company and any of its affiliates effective as
      of
      the Retirement Date, and (ii) the Executive hereby irrevocably agrees to retire
      from employment with the Company and its affiliates effective as of the
      Retirement Date.  The Executive agrees to take any and all further
      actions deemed necessary or advisable by the Company to accomplish such
      resignations and his retirement from employment as contemplated by this Section
      1.

    
      
        
        

      

      
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    2. Retirement
      Benefits.  In consideration for the Executive’s execution of
      and compliance with this Agreement, and subject to the conditions set forth
      herein, the Company shall provide the consideration set forth below in this
      Section 2.

     

    (a) Retirement
      Payment.  The Company shall pay $930,000.00 to the Executive on
      the date that is six (6) months after the Retirement Date.

     

    (b) FYE
      2008 Performance Bonus
      and Prorated Target Bonus for FYE 2009.  The Company shall pay
      the Executive a performance bonus for FYE 2008 in an amount determined in
      accordance with the Company’s policies and the plan criteria (the “2008
      Bonus”).  The Company shall pay the 2008 Bonus at such time as such
      performance bonuses are paid to the Company’s other employees.  The
      Company also shall pay the Executive a prorated performance bonus for FYE 2009
      (the “Prorated Bonus”).  The Prorated Bonus shall be an amount equal
      to $155,000.00 multiplied by the number of days after March 31, 2008 on which
      the Retirement Date occurs and divided by 365.  Such bonus shall be
      payable by the Company to the Executive on the date that is six (6) months
      after
      the Retirement Date.

     

    (c) COBRA
      Reimbursement.  Until the earlier to occur of (i) the
      expiration of eighteen months after the Retirement Date, (ii) the date on which
      the Executive attains the age of 65, (iii) the date the Executive first becomes
      eligible to receive health benefits under another employer-provided plan after
      the Retirement Date, or (iv) the death of the Executive, the Company shall,
      via
      proper COBRA election by the Executive, continue medical and dental benefits
      to
      the Executive (and, if applicable, to the spouse and dependents of the Executive
      who received such benefits under the Executive’s coverage immediately prior to
      the Retirement Date) at least equal to those that would have been provided
      to
      the Executive (and to any such dependent) in accordance with the plans,
      programs, practices and policies of the Company had the Executive remained
      actively employed, provided that Executive makes all required COBRA payments
      to
      the Company, and the Company shall immediately reimburse Executive for each
      such
      COBRA payment.

     

    (d) Stock
      Options and Restricted
      Stock.  As of the Retirement Date, any stock options and
      restricted stock which are not vested shall immediately vest and become
      unrestricted.  The stock options held by the Executive that were
      exercisable on the Retirement Date may be exercised at any time until the
      earlier of (i) the 90th
      day
      following the Retirement Date and (ii) the expiration date of such stock
      options.

     

    3. Other
      Benefits.  Subject to Section 1(b) hereof, the Executive’s
      benefits under the Company’s benefit plans shall be determined and paid in
      accordance with the terms of such plans.

    
      
        
        

      

      
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    4. Conditions
      to Company
      Obligations.

     

    (a) Waiver
      and
      Release.  The Executive shall have until twenty-one (21)
      calendar days after the Retirement Date to consider whether to sign and return
      the Waiver and Release attached hereto as Exhibit A to the Company by first
      class mail or by hand delivery.  The Company’s obligations and the
      Executive’s rights under Section 2 hereof are subject to the binding execution
      by the Executive and delivery to the Company of the Waiver and Release (and
      expiration of the seven-day revocation period without revocation of the Waiver
      and Release), which must be executed and delivered to the Company during the
      period beginning on the Retirement Date and ending on the date that is
      twenty-one (21) calendar days after the Retirement Date.  Failure of
      the Executive to deliver the executed Waiver and Release to the Company during
      such 21-day period, or revocation of the Waiver and Release by the Executive
      during such 7-day revocation period, shall relieve the Company of its
      obligations under Section 2 hereof.

     

    (b) Termination
      Prior to
      Retirement Date.  If during the Employment Period the Executive
      voluntarily terminates his employment with the Company or the Company terminates
      the Executive for Cause (as defined in the Prior Agreement), (i) the Executive
      shall not be eligible to receive any of the compensation or benefits described
      in Section 2 hereof or under the Prior Agreement and (ii) the Executive will
      be
      treated as having resigned or having been terminated for Cause (as applicable)
      as of the effective date of such resignation or termination for Cause for
      purposes of exercisability of outstanding option awards and vesting of
      restricted stock.  If the Executive does not voluntarily terminate his
      employment and the Company does not terminate the Executive for Cause during
      the
      Employment Period (or if a final judgment is entered finding that Cause did
      not
      exist for such termination by the Company), the Company will pay all benefits
      to
      the Executive under Section 2 hereof.

     

    5. Release
      of Claims by the
      Executive.

     

    (a) Release.  In
      exchange for the consideration offered to the Executive under this Agreement,
      which the Executive acknowledges provides consideration to which the Executive
      would not otherwise have an undisputed right to receive, the Executive, on
      his
      behalf and on behalf of his heirs, devisees, legatees, executors,
      administrators, personal and legal representatives, assigns and successors
      in
      interest, hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS,
      AND FOREVER DISCHARGES, to the fullest extent permitted by law, the Company,
      its
      affiliates and each of the their directors, officers, managers, employees,
      representatives, stockholders, predecessors, successors, assigns, agents and
      attorneys (and the agents, directors, officers, managers, employees,
      representatives and attorneys of the foregoing), and all persons acting by,
      through, under or in concert with any of them (collectively, the “Releasees” and
      each a “Releasee”), or any of them, from any and all charges, complaints,
      claims, damages, actions, causes of action, suits, rights, demands, grievances,
      costs, losses, debts, and expenses (including attorneys’ fees and costs
      incurred), of any nature whatsoever, known or unknown, that the Executive now
      has, owns, or holds, or claims to have, own, or hold, or which the Executive
      at
      any time heretofore had, owned, or held, or claimed to have, own, or hold from
      the beginning of time to the date that the Executive signs this Agreement,
      including, but not limited to, those claims arising out of or relating to (i)
      any agreement, commitment, contract, mortgage, deed of trust, bond, indenture,
      lease, license, note, franchise, certificate, option, warrant, right or other
      instrument, document, obligation or arrangement, whether written or oral, or
      any
      other relationship, involving the Executive and/or any Releasee, including,
      without limitation, the superseded Prior Agreement, (ii) breach of any express
      or implied contract, breach of implied covenant of good faith and fair dealing,
      misrepresentation, interference with contractual or business relations, personal
      injury, slander, libel, assault, battery, negligence, negligent or intentional
      infliction of emotional distress or mental suffering, false imprisonment,
      wrongful termination, wrongful demotion, wrongful failure to promote, wrongful
      deprivation of a career opportunity, discrimination (including disparate
      treatment and disparate impact), hostile work environment, sexual harassment,
      retaliation, any request to submit to a drug or polygraph test, and/or
      whistleblowing, whether said claim(s) are brought pursuant to laws of the United
      States or any other jurisdiction applicable to the Executive’s actions on behalf
      of the Company or any of its subsidiaries or affiliates, and (iii) any other
      matter (subject to Section 5(b) hereof).

     

    
      
        
        

      

      
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    (b) Claims
      Not
      Released.  Notwithstanding anything in this Agreement to the
      contrary, it is the express intention of the Executive and the Company that
      this
      Agreement shall not act as a release or waiver of (i) any rights of defense
      or
      indemnification which would be otherwise afforded to the Executive under the
      Certificate of Incorporation, Bylaws or similar governing documents of the
      Company or its affiliates, (ii) any rights of defense or indemnification which
      would be otherwise afforded to the Executive under any director or officer
      liability or other insurance policy maintained by the Company or its
      subsidiaries, (iii) any rights of the Executive to benefits accrued under any
      Company benefit plan, (iv) any rights under this Agreement, and (v) such rights
      or claims as may arise after the date of this Agreement.

     

    6. Restrictive
      Covenants.  The Executive recognizes and agrees that all of the
      businesses in which the Company is engaged are highly competitive and that
      the
      Company’s trade secrets and other confidential information, along with personal
      contacts, are of critical importance in securing and maintaining business
      prospects, in retaining the accounts and goodwill of present customers and
      protecting the business of the Company.

     

    (a) Non-Disparagement.  The
      Executive agrees to refrain from any criticisms or disparaging comments about
      the Company or any of its affiliates (including any current or former officer,
      director or employee of the Company) and the Executive agrees not to take any
      action, or assist any person in taking any other action, that is adverse to
      the
      interests of the Company or any affiliate or inconsistent with fostering the
      goodwill of the Company and its affiliates; provided, however, that the
      foregoing shall not apply to or restrict in any way the communication of
      information by the Executive to any state or federal law enforcement agency
      so
      long as the Executive provides prior notice to the Company thereof, and the
      Executive will not be in breach of the covenant contained above solely by reason
      of testimony which is compelled by process of law.

     

    (b) Confidentiality.  The
      Executive acknowledges that his employment with the Company has provided him
      with specialized knowledge which, if used in competition with the Company,
      or
      divulged to others, could cause serious harm to the
      Company.  Accordingly, the Executive will not at any time directly or
      indirectly, divulge, disclose, use or communicate to any person, firm or
      corporation in any manner whatsoever any information concerning any matter
      specifically affecting or relating to the Company or the business of the
      Company.  While engaged as an employee of the Company, the Executive
      may only use information concerning any matters affecting or relating to the
      Company or the business of the Company for a purpose which is necessary to
      the
      carrying out of the Executive’s duties as an employee of the Company, and the
      Executive may not make any use of any information of the Company after he is
      no
      longer an employee of the Company.  The Executive agrees to the
      foregoing without regard to whether all of the foregoing matters will be deemed
      confidential, material or important, it being stipulated by the parties that
      all
      information, whether written or otherwise, regarding the Company’s business,
      including, but not limited to, information regarding customers, customer lists,
      costs, prices, earnings, products, services, formulae, compositions, machines,
      equipment, apparatus, systems, manufacturing procedures, operations, potential
      acquisitions, new location plans, prospective and executed contracts and other
      business plans and arrangements, and sources of supply, is prima facie presumed to be
      important, material and confidential information of the Company for the purposes
      of this Agreement, except to the extent that such information may be otherwise
      lawfully and readily available to the general public.  Notwithstanding
      the foregoing, however, the confidentiality provisions hereof shall not apply
      to
      or restrict in any way the communication of information by the Executive to
      any
      state or federal law enforcement agency so long as the Executive provides prior
      notice to the Company thereof, and the Executive will not be in breach of the
      covenant contained above solely by reason of testimony which is compelled by
      process of law.  The Executive agrees that as of the Retirement Date
      he will return any Company-provided blackberry, laptop computer, keys, and
      all
      books, records, lists and other written, electronic, typed or printed materials,
      whether furnished by the Company or prepared by the Executive, which contain
      any
      information relating to the Company’s business, and the Executive agrees that he
      will neither make nor retain any copies of such materials after the Retirement
      Date, except to the extent approved in writing by the CEO of the
      Company.

     

    
      
        
        

      

      
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    (c) Non-Competition
      and
      Non-Solicitation.  The Executive acknowledges that his
      employment with the Company has in the past and will, of necessity, provide
      him
      with specialized knowledge which, if used in competition with the Company could
      cause serious harm to the Company.  Accordingly, the non-competition,
      non-solicitation and other provisions and covenants contained in Section 5
      of
      the Prior Agreement (the “Non-Compete Provisions”) shall remain in full force
      and effect and are incorporated in this Section by reference.  The
      Executive agrees that, notwithstanding the termination of the Prior Agreement
      pursuant to this Agreement, the Executive will remain bound by and will comply
      in full with the Non-Compete Provisions.

     

    (d) Remedies
      for
      Violation.  If the Executive violates any provision of this
      Section 6, the Executive agrees there shall be no obligation on the part of
      the
      Company to provide any payments or benefits described in this
      Agreement.  Without limiting the right of the Company to pursue all
      other legal and equitable rights available to them for violation of any of
      the
      obligations and covenants made by the Executive herein, it is expressly agreed
      that:

     

    (i) the
      terms
      and provisions of this Agreement are reasonable and constitute an otherwise
      enforceable agreement to which the provisions of this Section 6 are ancillary
      or
      a part of as contemplated by TEX. BUS. & COM. CODE ANN. Sections
      15.50-15.52;

     

    (ii) the
      consideration provided by the Company under this Agreement is not
      illusory;

     

    (iii) the
      consideration given by the Company under the terms of the Prior Agreement,
      the
      receipt of which the Executive hereby acknowledges, gives rise to the Company’s
      interest in restraining and prohibiting the Executive from engaging in the
      unfair competition prohibited by this Section 6, and the Executive’s promise not
      to engage in the unfair competition prohibited by this Section 6 is designed
      to
      enforce the Executive’s consideration (or return promises), including, without
      limitation, the Executive’s promise to not use or disclose confidential
      information or trade secrets; and

     

    (iv) the
      injury suffered by the Company by a violation of any obligation or covenant
      in
      this Section 6 will be difficult to calculate in damages in an action at law
      and
      cannot fully compensate the Company for any violation of any obligation or
      covenant in this Section 6, accordingly (A) the Company shall be entitled to
      injunctive relief to prevent violations thereof and to prevent the Executive
      from rendering any services to any person, firm or entity in breach of such
      obligation or covenant and to prevent the Executive from divulging any
      confidential information and (B) compliance with the Agreement is a condition
      precedent to the Company’s obligation to make payments of any nature to the
      Executive.

     

    (e) Return
      of
      Consideration.  The Executive specifically recognizes and
      affirms that the non-competition obligations set out in this Section 6 are
      material and important terms of this Agreement, and the Executive further agrees
      that should any material part of the non-competition obligations described
      in
      this Section 6 be held or found invalid or unenforceable for any reason
      whatsoever by a court of competent jurisdiction in a legal proceeding between
      the Executive and the Company and not reformed pursuant to Section 6(f), the
      Company shall be entitled to the immediate return and receipt from the Executive
      of all consideration described in Section 2 hereof, including interest on all
      such amounts paid to the Executive at the maximum lawful rate.

     

    (f) Reformation
      of
      Scope.  If the provisions of this Section 6 should ever be
      deemed to exceed the time, geographic or occupational limitations permitted
      by
      the applicable law, the Executive and the Company agree that such provisions
      shall be and are hereby reformed to the maximum time, geographic or occupational
      limitations permitted by applicable law, and the determination of whether the
      Executive violated such obligation and covenant will be based solely on the
      limitation as reformed.

     

    (g) Company
      and
      Affiliates.  As used in this Section 6, the term “Company”
includes the Company and any affiliate of the Company.  As used in
      this Agreement, “affiliate” shall mean any entity controlled by, controlling or
      under common control with the Company.

     

    
      
        
        

      

      
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    7. Assistance
      with Legal
      Proceedings.  The Executive agrees that during the Employment
      Period and for a period of five (5) years after the Retirement Date, the
      Executive will furnish such information and proper assistance as may be
      reasonably necessary in connection with any litigation or other legal
      proceedings in which the Company is then or may become involved, and shall
      cooperate in a timely manner with the Company, including but not limited to
      cooperation with its Board of Directors, officers, counsel, regulators and
      auditors, with respect to all internal investigations with respect to which
      the
      Executive may have relevant information; provided, however, that the parties
      agree to negotiate a reasonable rate of compensation for any such services
      that
      exceed eight hours per month, and the Company shall reimburse the Executive
      for
      all reasonable and necessary expenses he incurs in fulfilling his obligations
      under this Section 7.

     

    8. Amendment
      of
      Agreement.  This Agreement may not be modified or amended
      except by an instrument in writing signed by the parties hereto.

     

    9. Waiver.  No
      term or condition of this Agreement shall be deemed to have been waived, nor
      shall there be an estoppel against the enforcement of any provision of this
      Agreement, except by written instrument of the party charged with such waiver
      or
      estoppel.

     

    10. Notices.  All
      notices or communications hereunder shall be in writing, addressed as
      follows:

     

    To
      the
      Company:

    


    Bristow
      Group Inc.

    2000
      W.
      Sam Houston Pkwy, Ste. 1700

    Houston,
      Texas  77042

    Attention:  General
      Counsel

    


    To
      the
      Executive:

    


    At
      the
      address most recently on file for the Executive at the Company at the time
      of
      such notice.

     

    The
      Company and the Executive each agree to timely notify the other party of any
      changes to their respective addresses.  All such notices shall be
      conclusively deemed to be received and shall be effective; (i) if sent by hand
      delivery, upon receipt, (ii) if sent by telecopy or facsimile transmission,
      upon
      confirmation of receipt by the sender of such transmission or (iii) if sent
      by
      registered or certified mail, upon acknowledgement or refusal of receipt by
      the
      Executive.

     

    
      
        
        

      

      
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    11. Source
      of
      Payments:  All cash payments provided in this Agreement will be
      paid from the general funds of the Company.  The Executive’s status
      with respect to amounts owed under this Agreement will be that of a general
      unsecured creditor of the Company, and the Executive will have no right, title
      or interest whatsoever in or to any investments which the Company may make
      to
      aid the Company in meeting its obligations hereunder.  Nothing
      contained in this Agreement, and no action taken pursuant to this provision,
      will create or be construed to create a trust of any kind between the Company
      and the Executive or any other person.

     

    12. Tax
      Withholding.  The Company may withhold from any benefits
      payable under this Agreement all federal, state, city or other taxes that will
      be required pursuant to any law or governmental regulation or
      ruling.

     

    13. Section
      409A
      Compliance.  If any compensation or benefits provided by this
      Agreement may result in the application of Section 409A of the Internal Revenue
      Code of 1986, as amended (the “Code”), the Company shall, in consultation with
      the Executive, modify the Agreement in the least restrictive manner necessary
      in
      an effort to exclude such compensation from the definition of “deferred
      compensation” within the meaning of such Section 409A or in an effort to comply
      with the provisions of Section 409A, other applicable provision(s) of the Code
      and/or any rules, regulations or other regulatory guidance issued under such
      statutory provisions, without any diminution in the value of the payments or
      benefits to the Executive and, in the case of health and medical benefits,
      without any lapse in coverage.  Notwithstanding the foregoing, the
      Company shall not be required to assume any increased economic
      burden.

     

    14. Severability.  If
      any provision of this Agreement is held to be invalid, illegal or unenforceable,
      in whole or part, such invalidity will not affect any otherwise valid provision,
      and all other valid provisions will remain in full force and
      effect.

     

    15. Assignment.  The
      Executive shall not have any right to assign this Agreement or any of his rights
      hereunder, or to pledge, hypothecate, anticipate, or in any way create a lien
      upon any amounts payable under this Agreement, and no payments or benefits
      due
      hereunder shall be assignable in anticipation of payment either by voluntary
      or
      involuntary acts or by operation of law.  So long as the Executive
      lives, no person, other than the parties hereto, shall have any rights under
      or
      interest in this Agreement or the subject matter hereof.  Subject to
      the foregoing, this Agreement shall be binding upon and inure to the benefit
      of
      the Company and its successors and assigns, by operation of law or
      otherwise.

     

    16. Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original, and all of which together will constitute one
      document.

     

    17. Titles.  The
      titles and headings preceding the text of the paragraphs and subparagraphs
      of
      this Agreement have been inserted solely for convenience of reference and do
      not
      constitute a part of this Agreement or affect its meaning, interpretation or
      effect.

     

    
      
        
        

      

      
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    18. Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of Texas, without reference to principles
      of conflict of laws.  The parties hereto irrevocably agree to submit
      to the exclusive jurisdiction and venue of the Federal and state courts located
      in Harris County, Texas in any dispute or proceeding concerning this Agreement
      or the rights and obligations of the parties
      hereunder.  Notwithstanding the foregoing, the Company may seek
      enforcement of its rights under Section 6 hereof in any court with
      jurisdiction.

     

    19. Entire
      Agreement.  This Agreement (i) constitutes the entire agreement
      of the parties with respect to the subject matter hereof, and (ii) expressly
      supersedes and terminates the Prior Agreement except for the Non-Compete
      Provisions thereof, which shall remain in full force and effect.  The
      Executive acknowledges that, upon execution and delivery of this Agreement
      by
      the Company and the Executive, the Prior Agreement will be terminated and,
      except for the Non-Compete Provisions, the Executive shall have no further
      rights under the Prior Agreement.

     

    20. No
      Admission.  This Agreement is not to be taken or understood as
      an admission of liability or of any wrong doing by any persons or
      entities.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement in multiple
      counterparts, all of which shall constitute one agreement, effective as of
      May
      31, 2006.

     

    BRISTOW
      GROUP INC.

    


    


    By:                                                                           
      

    Name:                                                                           
      

    Title:                                                                           
      

     

    
 

    


    
      	 	 
	 	 MICHAEL
              R.
              SULDO




     

     

    


    


    


    


    


     


    
      
        
           

           

        

        
        

      

      
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    EXHIBIT
      A

     

    WAIVER
      AND
      RELEASE

     

    In
      exchange for the consideration offered under the Retirement Agreement between
      me
      and Bristow Group Inc. (the “Company”), effective January 17, 2008 (the
“Retirement Agreement”), I hereby waive all of my claims and release the
      Company, its affiliates and its subsidiaries and each of their respective
      directors, officers, managers, employees, agents, attorneys, and benefit plans
      and the fiduciaries and agents of said plans (collectively referred to as the
      “Corporate Group”) from any and all claims, demands, actions, liabilities and
      damages, except as specifically reserved or excepted from this Waiver and
      Release.

     

    I
      understand that signing this Waiver and Release is an important legal
      act.  I acknowledge that the Company has advised me in writing to
      consult an attorney before signing this Waiver and Release.  I further
      acknowledge that I was given 21 calendar days after the Retirement Date and
      after this Waiver and Release was furnished to me to consider whether to sign
      and return this Waiver and Release to the Company.

     

    In
      exchange for the consideration offered to me by the Retirement Agreement, which
      I acknowledge provides consideration to which I would not otherwise have an
      undisputed right to receive, I agree not to sue or file any action or proceeding
      with any local, state and/or federal agency or court regarding or relating
      in
      any way to the Company, and I knowingly and voluntarily waive all claims and
      release the Corporate Group from any and all claims, demands, actions,
      liabilities, and damages, whether known or unknown, arising out of or relating
      in any way to the Corporate Group, except with respect to (1) any rights of
      defense or indemnification which would be otherwise afforded to me under the
      Certificate of Incorporation, Bylaws or similar governing documents of the
      Company or its subsidiaries, (2) any rights of defense or indemnification which
      would be otherwise afforded to me under any director or officer liability or
      other insurance policy maintained by the Company or its subsidiaries, (3) any
      of
      my rights to accrued benefits under any Company benefit plan, (4) any rights
      under the Retirement Agreement, and (5) such rights or claims as may arise
      after
      the date this Waiver and Release is executed.  This Waiver and Release
      includes, but is not limited to, claims and causes of action under: Title VII
      of
      the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment
      Act of 1967, as amended; the Civil Rights Act of 1866, as amended; the Civil
      Rights Act of 1991; the Americans with Disabilities Act of 1990; the Older
      Workers Benefit Protection Act of 1990; the Employee Retirement Income Security
      Act of 1974, as amended; the Family and Medical Leave Act of 1993; and/or
      contract, tort, defamation, slander, wrongful termination or other claims or
      any
      other state or federal statutory or common law.

     

    Should
      any of the provisions set forth in this Waiver and Release be determined to
      be
      invalid by a court, agency or other tribunal of competent jurisdiction, I agree
      that such determination shall not affect the enforceability of other provisions
      of this Waiver and Release.

     

    I
      acknowledge that this Waiver and Release and the Retirement Agreement set forth
      the entire understanding and agreement between me and the Company or any other
      member of the Corporate Group concerning the subject matter of this Waiver
      and
      Release and supersede the Prior Agreement (as defined in the Retirement
      Agreement) and any other prior or contemporaneous oral and/or written agreements
      or representations, if any, between me and the Company or any other member
      of
      the Corporate Group.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    I
      understand that for a period of seven (7) calendar days following my signing
      this Waiver and Release (the “Waiver Revocation Period”), I may revoke my
      acceptance of the offer by delivering a written statement to the Company by
      hand
      or by registered mail, addressed to the address for the Company specified in
      the
      Retirement Agreement, in which case the Waiver and Release will not become
      effective.  In the event I revoke my acceptance of this offer, the
      Company shall have no obligation to provide me the consideration offered under
      the Retirement Agreement.  I understand that failure to revoke my
      acceptance of the offer within the Waiver Revocation Period will result in
      this
      Waiver and Release being permanent and irrevocable.

     

    I
      acknowledge that I have read this Waiver and Release, have had an opportunity
      to
      ask questions and have it explained to me and that I understand that this Waiver
      and Release will have the effect of knowingly and voluntarily waiving any action
      I might pursue, including breach of contract, personal injury, retaliation,
      discrimination on the basis of race, age, sex, national origin or disability
      and
      any other claims arising prior to the date of this Waiver and
      Release.

     

    By
      execution of this document, I do not waive or release or otherwise relinquish
      any legal rights I may have which are attributable to or arise out of acts,
      omissions or events of the Company or any other member of the Corporate Group
      which occur after the date of execution of this Waiver and Release.

     

    AGREED
      TO
      AND ACCEPTED this 17th
      day of
      January, 2008.

     

    


    


    
      	 	 
	 	 MICHAEL
              R.
              SULDO


    

    


     

    



    
      
        
           

           

        

        
        

      

      
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