**EXHIBIT 10.34**

 

**DIEDRICH COFFEE, INC.**

**CHIEF EXECUTIVE OFFICER**

**EMPLOYMENT AGREEMENT**

 

This ChiefExecutive Officer Employment Agreement (“Agreement”) is entered into as of the24th day of April, 2003 by and between Roger M. Laverty (“Executive”) andDiedrich Coffee, Inc., a Delaware corporation (the “Company”).

 

WHEREAS, theCompany desires to employ Executive to provide personal services to theCompany, and wishes to provide Executive with certain compensation and benefitsin return for his services; and

 

WHEREAS,Executive wishes to be employed by the Company and provide personal services tothe Company in return for certain compensation and benefits;

 

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

 

**1.**                                      **Employment by the Company.**

 

1.1                                 Titleand Responsibilities.  Subject toterms set forth herein, the Company agrees to employ Executive in the positionof president and chief executive officer and Executive hereby acceptsemployment effective as of April 29, 2003 (the “Effective Date”). During hisemployment with the Company, Executive will devote his best efforts andsubstantially all of his business time and attention (except for vacationperiods as set forth herein and reasonable periods of illness or otherincapacity permitted by the Company’s general employment policies) to thebusiness of the Company.

 

1.2                                 ExecutivePosition.  Executive will continueto serve in an executive capacity and shall perform such duties as arecustomarily associated with his title, consistent with the Bylaws of theCompany and as reasonably required by the Company’s Board of Directors (the“Board”).

 

1.3                                 CompanyEmployment Policies.  The employmentrelationship between the parties shall also be governed by the generalemployment policies and practices of the Company, including those relating toprotection of confidential information and assignment of inventions, exceptthat if the terms of this Agreement differ from or are in conflict with theCompany’s general employment policies or practices, this Agreement shallcontrol.

 

1.4                                 Boardof Directors.  On the EffectiveDate, Executive shall be appointed as a member of the Company’s Board ofDirectors to serve until the next annual meeting of stockholders.  Thereafter, he will stand for election withthe other directors at the annual meeting of stockholders.

 

**2.**                                      **Compensation.**

 

2.1                                 Salary.  Executive shall receive for services to berendered hereunder an annualized base salary of Three Hundred Thousand Dollars($300,000.00), payable on a

 

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biweekly basis in accordancewith the normal payroll practices of the Company (including deductions,withholdings and collections as required by law).  Executive will be considered for annual increases in base salaryin accordance with Company policy and subject to review and approval by theCompensation Committee of the Board (the “Compensation Committee”).

 

2.2                                 Bonus.  Executive shall be eligible to participatein the Company’s executive level bonus plan throughout the duration ofExecutive’s employment with the Company.

 

(a)                                  *Executive’s Performance*.  The amount of Executive’s bonus will dependupon Executive’s performance with respect to certain measurable goals to beestablished in an executive bonus plan for each fiscal year to be developed bythe Chief Executive Officer and other officers of the Company within sixty (60)days after the beginning of such fiscal year and then approved by theCompensation Committee no later than ninety (90) days after the beginning ofsuch fiscal year.

 

(b)                                 *Company Profitability*.  The amount of Executive’s bonus will alsodepend on attainment by the Company of its planned financial objectives for thebonus year.

 

(c)                                  *Determination of Bonus*.  The amount of Executive’s bonus will bedetermined after the close of the Company’s fiscal year and after the Companyhas received its audited financial statement for such fiscal year.  To be eligible to receive a bonus, Executivemust remain in employment with the Company throughout the entire fiscal year.

 

(d)                                 *No Guaranteed Bonus*.  Notwithstanding the foregoing, no bonus isguaranteed to Executive.  Any bonus issubject to the approval of the Board, which retains the authority to review,grant, deny or revise any bonus in its sole discretion.

 

(e)                                  *Target Bonus*.  The target bonus for Executive shall be fifty percent (50%) ofhis base salary.  At Executive’selection, any bonus payable to Executive may be paid in whole or in part througha grant of shares of the Company’s common stock.

 

(f)                                    *Withholding.*  Any cash bonus paid to Executive shall be subject to suchwithholdings as may be required by law.

 

2.3                                 StockOptions.  The Company will grantExecutive options to purchase 200,000 shares of common stock of the Companypursuant to the terms and subject to the conditions set forth in the StockOption Plan and Agreement with Roger M. Laverty (the “Laverty Option Plan”) tobe entered into concurrently herewith. These options will vest 25% annually on each anniversary of theEffective Date until all options have been vested.  This option grant will be subject to stockholder approval, whichwill be sought at the annual meeting to be held before the end of this calendaryear.

 

2.4                                 AutomobileAllowance.  Executive will beentitled to an automobile allowance equal to Twelve Hundred Fifty Dollars($1250) per month, paid on a biweekly basis, in reimbursement of all expensesassociated with the operation, maintenance and use of a vehicle for businesspurposes.

 

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2.5                                 StandardCompany Benefits and Vacation. Executive shall be entitled to those benefits provided to the Company’sexecutives generally and for which he is eligible pursuant to the terms andconditions of the relevant plans. Executive shall be entitled to four (4) weeks of paid vacation per year.

 

2.6                                 BusinessExpenses.  The Company shallpromptly reimburse Executive for all reasonable and necessary business expensesincurred by Executive in connection with the business of the Company and theperformance of his duties under this Agreement, subject to Executive providingthe company with reasonable documentation thereof.

 

2.7                                 ExciseTax.  If any payments or transfersof property to be made to Executive hereunder are subject, in whole or in part,to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986(“the Excise Tax”) and application of Section 280G of such Code, can be avoidedby an appropriate stockholder vote, pursuant to Section 280G(b)(5)(A) of theCode, the Company and Executive agree that, if requested by Executive at least15 days prior to the date that proxy materials are first submitted to theSecurities and Exchange Commission or mailed to stockholders, the Company will(i) include in any such proxy materials information appropriate to submit thebenefits provided to Executive under this Agreement to stockholder vote and(ii) recommend approval of any such proposal.

 

**3.**                                      **Confidential Information, Rights and Duties.**

 

3.1                                 Agreement.

 

(a)                                  *Confidential Information*.

 

(i)                                     Executivespecifically agrees that he shall not at any time, either during or subsequentto the term of his employment with the Company, in any fashion, form or manner,either directly or indirectly, unless expressly consented to in writing by theCompany, use, divulge, disclose or communicate to any person or entity anyconfidential information of any kind, nature or description concerning anymatters affecting or relating to the business of the Company, including, butnot limited to: the Company’s sales and marketing methods, programs and relateddata, or other written records used in the Company’s business; the Company’scomputer processes, programs and codes; the names, addresses, buying habits orpractices of any of its clients or customers; compensation paid to otheremployees and independent contractors and other terms of this employment orcontractual relationships; or any other confidential information of, about orconcerning the business of the Company, its manner of operations, or other dataof any kind, nature or description.  Theparties to this Agreement hereby stipulate that, as between them, the aboveinformation and items are important, material and confidential trade secretsthat affect the successful conduct of the Company’s business and its good will,and that any breach of any term of this section is a material breach of thisAgreement.  All equipment, notebooks,documents, memoranda, reports, files, samples, books, correspondence, lists orother written and graphic records, and the like, including tangible orintangible computer programs, records and data, affecting or relating to thebusiness of the Company, which the Executive might prepare, use, construct,observe, posses or control, shall be and shall remain the Company’s soleproperty.

 

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(ii)                                  Forpurposes of this Agreement, the term “confidential information” shall notinclude any information that:  (A) hasbeen made public by the Company (other than by acts of Executive in violationof this Agreement or other obligation of confidentiality); (B) is developed byExecutive independently of any information the Executive learns in the courseof fulfilling his duties hereunder; or (C) Executive is legally compelled todisclose; provided that (1) Executive is advised by written opinion of theExecutive’s counsel, who shall be reasonably satisfactory to the Company, thathe is legally required to disclose such information and (2) Executive notifiesthe Company of such proposed disclosure in as far in advance of its disclosureas is practicable and uses his best efforts to obtain assurances thatconfidential treatment will be accorded to such information.

 

(b)                                 *Non-Interference*.  Any wrongful interference with the Company’sbusiness, property, confidential information, trade secrets, clients,customers, employees or independent contractors by the Executive or any ofExecutive’s agents during or after the term of Executive’s employment shall betreated and acknowledged by the parties as a material breach of thisAgreement.  If such interference occursat a time that Executive is employed by the Company, such interference shall begrounds for the Company to terminate Executive for Cause.

 

3.2                                 Remedies.  Executive’s duties under this Section 3shall survive termination of Executive’s employment with the Company.  Executive acknowledges that a remedy at lawfor any breach or threatened breach by Executive of the provisions of thisSection 3 would be inadequate, and Executive therefore agrees that the Companyshall be entitled to injunctive relief in case of any such breach or threatenedbreach.

 

**4.**                                      **Outside Activities.**

 

4.1                                 Activities.  Except with the prior written consent of theBoard, Executive will not during his employment with the Company undertake orengage in any other employment, occupation or business enterprise, other thanones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long assuch activities do not materially interfere with the performance of his dutieshereunder.  It is acknowledged byCompany and Executive that Executive is currently a member of three non-profitand one for-profit (First Coastal Bancshares) outside Boards of Directors whichthe Executive has represented do not and will not materially interfere with theperformance of his duties hereunder and that such positions will continue andare deemed approved by the Company.

 

4.2                                 Investmentsand Interests.  Executive agrees notto acquire, assume or participate in, directly or indirectly, any materialposition, investment or interest known by him to be adverse or antagonistic tothe Company, its business or prospects, financial or otherwise.

 

4.3                                 Non-Competition.  During his employment by the Company, excepton behalf of the Company, Executive will not directly or indirectly, whether asan officer, director, stockholder, partner, proprietor, associate,representative, consultant, or in any capacity whatsoever engage in, becomefinancially interested in, be employed by or have any business connection withany other person, corporation, firm, partnership or other entity whatsoeverwhich were known by him to compete directly with the Company, throughout theworld, in any line of business engaged in (or planned to be engaged in) by theCompany.

 

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**5.**                                      **Termination Of Employment.**

 

5.1                                 TerminationWith or Without Cause.

 

(a)                                  *At-Will Employment*.  Executive’s relationship with the Company isat-will.  The Company shall have theright to terminate Executive’s employment with the Company at any time with orwithout Cause and with or without notice.

 

(b)                                 *Definition of Cause*.  For purposes of this Agreement and theLaverty Option Plan, “Cause” is defined as the occurrence of one or more of thefollowing:  (i) Executive is convictedof or pleads guilty or nolo contendere to a felony or any crime involving moralturpitude, (ii) Executive breaches this Agreement or any Agreement entered intowith the Company in a manner that materially and adversely affects the Company,(iii) willful misconduct which materially and adversely impacts the Company, or(iv) Executive fails, after receipt of written notice and after receiving aperiod of at least fifteen (15) days following such notice, to follow thedirection of the Board of Directors and perform his obligations hereunder.

 

(c)                                  *Termination for Cause*. If Executive isterminated with Cause, the Company shall pay Executive the compensation andbenefits otherwise payable to Executive under Section 2.1 through the date oftermination.  Executive’s rights underthe Company’s benefit plans of general application shall be determined underthe provisions of those plans.  All othercompensation from and after such termination shall cease (except for those benefitsthat must be continued pursuant to applicable law or by the terms of suchbenefit plans), and Executive shall not be entitled to any severance pay orother payment or compensation whatsoever upon such termination.

 

5.2                                 VoluntaryTermination; Death or Disability.

 

(a)                                  *Voluntary Termination*.  Executive may voluntarily terminate hisemployment with the Company at any time, after which no further compensationwill be paid to Executive, except as specifically set forth herein.

 

(b)                                 *Death or Disability*.  The Executive’s employment under thisAgreement shall terminate immediately and without notice by the Company uponthe death or disability of the Executive. In the event of Executive’s termination due death or disability, he willnot be entitled to severance pay, pay in lieu of notice or any other suchcompensation.  For purposes of thisAgreement and the Laverty Option Plan, the Executive will be deemed to have adisability if he becomes physically or mentally incapacitated or disabled orotherwise unable to fully discharge his duties hereunder for a period of 60consecutive calendar days or for 120 days in any 360-day period.

 

(c)                                  *No Severance Pay*.  In the event of Executive’s death ordisability or if Executive voluntarily terminates his employment other than dueto a Constructive Termination, he will not be entitled to severance pay, pay inlieu of notice or any other such compensation.

 

(d)                                 *Definition of Constructive Termination*.  For purposes of this Agreement and theLaverty Option Plan, “Constructive Termination” shall mean any one of the

 

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following events which occurson or after the Effective Date of this Agreement: (i) reduction of theExecutive’s annual base salary; (ii) a material reduction in Executive’s dutiesor a reduction in Executive’s title; (iii) a relocation of Executive’s officeto a location outside of Los Angeles County or Orange County, California;  (iv) any material breach by the Company ofits obligations under this Agreement; or (v) any failure by the Company toobtain the assumption of this Agreement by any successor or assign of theCompany.

 

5.3                                 SeveranceBenefits.

 

(a)                                  *Severance Payment*.  In the event the Company terminatesExecutive’s employment without Cause or if Executive terminates his employmentdue to a Constructive Termination, and provided that Executive timely executesa release as described in Section 8 hereof, Executive shall be entitled to aseverance payment equal to:  (i) 25% ofExecutive’s then existing base salary (exclusive of bonus or any otherbenefits) if such termination occurs prior to the date that is 180 days afterthe Effective Date; (ii) 50% of Executive’s then existing base salary(exclusive of bonus or any other benefits) if such termination occurs after thedate that is 180 days after the Effective Date and prior to the firstanniversary of the Effective Date; or (iii) 100% of Executive’s then existingbase salary (exclusive of bonus or any other benefits) if such terminationoccurs after the first anniversary of the Effective Date.

 

(b)                                 *Stock Options*.  In the event the Company terminates Executive’s employmentwithout Cause or if Executive terminates his employment due to a ConstructiveTermination, Executive’s outstanding stock options shall be treated as providedin the documents governing such stock option grants.

 

(c)                                  *Healthcare Coverage*.  If Executive has been employed by theCompany for more than one year, he may elect to continue his medical coverageunder COBRA.  Assuming Employeeexercises his right to continued medical benefits in accordance with COBRA, theCompany will pay the premiums for Executive’s COBRA coverage as they become due(including the premiums for any dependent coverage he elects), until theearlier of:  (i) the date Executive acceptsfull time employment and/or becomes covered under another plan; (ii) the datehe is otherwise no longer eligible for COBRA coverage; or (iii) twelve (12)months after the effective date of separation. This Section 5.3(c) shall not apply if Executive’s employment isterminated due to death or disability.

 

5.4                                 Cessation.  If Executive violates any provision ofSections 3, 7 or 8 of this Agreement, any severance payments or other benefitsbeing provided to Executive will cease immediately, and Executive will not beentitled to any further compensation from the Company.

 

**6.**                                      **Change Of Control.**

 

6.1                                 Definitionof Change of Control.  For purposesof this Agreement and the Laverty Option Plan, Change of Control means theoccurrence of any of the following: (i) a sale of all or substantially all ofthe assets of the Company to any other person or entity (other than anaffiliate of the Company); (ii) a merger or consolidation involving the Companyin which the Company is not the surviving corporation and the stockholders ofthe Company immediately prior to the completion of such transaction hold,directly or indirectly, less than fifty percent

 

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(50%) of the beneficialownership (within the meaning of Rule 13d-3 promulgated under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), or comparable successorrules) of the securities of the surviving corporation (excluding anystockholders who possessed a beneficial ownership interest in the survivingcorporation prior to the completion of such transaction); or (iii) anacquisition by any person, entity or group within the meaning of Section 13(d)or 14(d) of the Exchange Act or any comparable successor provisions (excludingany Affiliate of the Company or any employee benefit plan, or related trust,sponsored or maintained by the Company) of the beneficial ownership (within themeaning of Rule 13d-3 promulgated under the Exchange Act, or comparablesuccessor rules) of securities of the Company representing at least fiftypercent (50%) of the combined voting power entitled to vote in the election ofdirectors.

 

6.2                                 Changeof Control Termination. Notwithstanding Section 5.3(a) to the contrary, in the event Executive’semployment with the Company terminates other than (a) for Cause or (b) due todeath, disability or voluntary termination by the Executive, and suchtermination occurs sixty (60) days prior to or twelve (12) months after suchChange of Control (a “Change of Control Termination”), then Executive shall beeligible to receive, upon timely execution of a release as described in Section8 hereof, (i) a severance payment in cash equal to 100% of Executive’s thenexisting base salary (exclusive of bonus or any other benefits) and (ii) thebenefits set forth in the Laverty Option Plan.

 

**7.**                                      **Noninterference.**

 

While employed by the Company, and for two (2) years immediatelyfollowing the termination date of Executive’s employment, Executive agrees notto interfere with the business of the Company.

 

7.1                                 Employees.  Executive shall not solicit, attempt tosolicit, induce, or otherwise cause any employee of the Company to terminatehis or her employment in order to become an employee, consultant or independentcontractor to or for any competitor of the Company.

 

7.2                                 Customers.  Executive shall not directly or indirectlysolicit (for a business competitive with the Company) the business of anycustomer of the Company which at the time of termination or one (1) yearimmediately prior thereto was listed on the Company’s customer list.

 

**8.**                                      **Release.**

 

In exchange for the benefits and other consideration under thisAgreement to which Executive would not otherwise be entitled, Executive shallenter into and execute a release substantially in the form attached hereto asExhibit A (the “Release”) upon his termination of employment.  Unless the Release is executed by Executiveand delivered to the Company within twenty-one (21) days after the terminationof Executive’s employment with the Company, Executive shall not receive anyseverance benefits provided under this Agreement or under the Laverty OptionPlan.  Additionally, unless the Releaseis executed by Executive and delivered to the Company within twenty-one (21)days after the termination of Executive’s employment with

 

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the Company (and such release is not revoked), any acceleration ofExecutive’s options as provided in the Laverty Option Plan shall not beeffective.

 

**9.**                                      **General Provisions.**

 

9.1                                 Notices.  Any notices provided hereunder or in theLaverty Option Plan must be in writing and shall be deemed effective upon theearlier of personal delivery (including personal delivery by facsimiletransmission) or the third day after mailing by first class mail, to the Companyat its primary office location and to Executive at his address as listed on theCompany payroll.

 

9.2                                 Severability.  Whenever possible, each provision of thisAgreement or the Laverty Option Plan will be interpreted in such manner as tobe effective and valid under applicable law, but if any provision of thisAgreement or the Laverty Option Plan is held to be invalid, illegal orunenforceable in any respect under any applicable law or rule in anyjurisdiction, such invalidity, illegality or unenforceability will not affectany other provision or any other jurisdiction, but this Agreement or theLaverty Option Plan, as the case may be, will be reformed, construed andenforced in such jurisdiction as if such invalid, illegal or unenforceableprovisions had never been contained herein or therein.

 

9.3                                 Waiver.  If either party should waive any breach ofany provisions of this Agreement or the Laverty Option Plan, he or it shall notthereby be deemed to have waived any preceding or succeeding breach of the sameor any other provision of this Agreement or the Laverty Option Plan.

 

9.4                                 CompleteAgreement.  This Agreement, togetherwith the Laverty Option Plan, constitutes the entire agreement betweenExecutive and the Company and it is the complete, final, and exclusiveembodiment of their agreement and supersedes any prior agreement written orotherwise between Executive and the Company with regard to this subjectmatter.  It is entered into withoutreliance on any promise or representation other than those expressly containedherein or therein, and it cannot be modified or amended except in a writingsigned by an officer of the Company.

 

9.5                                 Counterparts.  This Agreement and the Laverty Option Planmay be executed in separate counterparts, any one of which need not containsignatures of more than one party, but all of which taken together willconstitute one and the same agreement or plan.

 

9.6                                 Headings.  The headings of the sections hereof and ofthe Laverty Option Plan are inserted for convenience only and shall not bedeemed to constitute a part hereof or thereof nor to affect the meaningthereof.

 

9.7                                 Successorsand Assigns.  This Agreement and theLaverty Option Plan are intended to bind and inure to the benefit of and beenforceable by Executive and the Company and their respective successors,assigns, heirs, executors and administrators, except that Executive may notassign any of his duties hereunder or thereunder and he may not assign any ofhis rights hereunder or thereunder without the written consent of the Company.

 

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9.8                                 AttorneyFees.  If either party hereto bringsany action to enforce his or its rights hereunder or under the Laverty OptionPlan, the prevailing party in any such action shall be entitled to recover hisor its reasonable attorneys’ fees and costs incurred in connection with suchaction.

 

9.9                                 Arbitration.  To provide a mechanism for rapid andeconomical dispute resolution, Executive and the Company agree that any and alldisputes, claims, or causes of action, in law or equity, arising from orrelating to this Agreement (including the Release) and the Laverty Option Planor their respective enforcement, performance, breach, or interpretation, willbe resolved, to the fullest extent permitted by law, by final, binding, andconfidential arbitration before a single arbitrator held in Irvine, Californiaand conducted by Judicial Arbitration & Mediation Services/Endispute(“JAMS”), under its then-existing Rules and Procedures.  The parties shall be entitled to conductadequate discovery, and they may obtain all remedies available to the partiesas if the matter had been tried in court. The arbitrator shall issue a written decision which specifies the findingsof fact and conclusions of law on which the arbitrator’s decision isbased.  Judgment upon the award renderedby the arbitrator may be entered by any court having jurisdiction thereof.  Unless otherwise required by law, thearbitrator will award reasonable expenses (including reimbursement of theassigned arbitration costs) to the prevailing party.  Nothing in this Section 9.9 or in this Agreement or the LavertyOption Plan is intended to prevent either Executive or the Company fromobtaining injunctive relief in court to prevent irreparable harm pending theconclusion of any such arbitration.

 

9.10                           GoverningLaw.  All questions concerning theconstruction, validity and interpretation of this Agreement or the LavertyOption Plan will be governed by the law of the State of California as applied tocontracts made and to be performed entirely within California, excluding therules on conflicts of law.

 

IN WITNESSWHEREOF, the parties have executed this Agreement on the day and year firstabove written.

 

 
| **DIEDRICH COFFEE, INC.** | **EXECUTIVE**         |   |
|---------------------------|-----------------------|--------|
|                      |                  |   |
|                      |                  |   |
| By:                       | /s/ Paul C. Heeschen  |   | By: | /s/ Roger M. Laverty |   |   |
|                      | Paul C. Heeschen      |   | Roger M. Laverty |
|                      | Chairman of the Board |   |   |
|                           |                       |        |  |  |  |  |

 

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**EXHIBIT A**

 

**RELEASE AGREEMENT**

 

I understand that my position with Diedrich Coffee, Inc. (the “Company”)terminated effective                        (the “Separation Date”).  The Company hasagreed that if I choose to sign this Agreement, the Company will pay meseverance benefits (minus the standard withholdings and deductions) pursuant tothe terms of the Chief Executive Officer Employment Agreement entered into asof the      day of                            between myself and the Company and the Laverty Stock Option Agreement andPlan.  I understand that I am notentitled to this severance payment unless I sign this Agreement. I understandthat in addition to this severance, the Company will pay me all of my accruedsalary and vacation, to which I am entitled by law regardless of whether I signthis release.

 

In consideration for the severance payment I am receiving under thisAgreement, I agree not to use or disclose any of the Company’s proprietaryinformation without written authorization from the Company, to immediatelyreturn all Company property and documents (including all embodiments ofproprietary information) and all copies thereof in my possession or control,and to release the Company and its current and former officers, directors,agents, attorneys, employees, shareholders, and affiliates from any and allclaims, liabilities, demands, causes of action, attorneys’ fees, damages, orobligations of every kind and nature, whether they are known or unknown,arising at any time prior to the date I sign this Agreement.  This general release includes, but is notlimited to: all federal and state statutory and common law claims, claimsrelated to my employment or the termination of my employment or related tobreach of contract, tort, wrongful termination, discrimination, wages orbenefits, or claims for any form of compensation.  This release is not intended to release any claims I have or mayhave against any of the released parties for (a) indemnification as a director,officer, agent or employee under applicable law, charter document or agreement,(b) severance and other termination benefits specifically provided for in myemployment agreement and the Laverty Option Plan which constitute a part of theconsideration for this release, (c) health or other insurance benefits based onclaims already submitted or which are covered claims properly submitted in thefuture, (d) vested rights under pension, retirement or other benefit plans, or(e) in respect of events, acts or omissions occurring after the date of thisRelease Agreement.  In releasing claims unknownto me at present, I am waiving all rights and benefits under Section 1542 ofthe California Civil Code, and any law or legal principle of similar effect inany jurisdiction:  “A general releasedoes not extend to claims which the creditor does not know or suspect to existin his favor at the time of executing the release, which if known by him musthave materially affected his settlement with the debtor.”

 

I acknowledge that I am knowingly and voluntarily waiving and releasingany rights I may have under the federal Age Discrimination in Employment Act of1967, as amended (“ADEA”).  I alsoacknowledge that the consideration given for the waiver in the above paragraphis in addition to anything of value to which I was already entitled.  I have been advised by this writing, asrequired by the ADEA that: (a) my waiver and release do not apply to any claimsthat may arise after my signing of this Agreement; (b) I should consult with anattorney prior to executing this release, (c) I have twenty-one (21) dayswithin which to consider this release

 

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(although I may choose to voluntarily execute this release earlier);(d) I have seven (7) days following the execution of this release to revoke theAgreement; and (e) this Agreement will not be effective until the eighth dayafter this Agreement has been signed both by me and by the Company (“EffectiveDate”).

 

This Agreement constitutes the complete, final and exclusive embodimentof the entire agreement between the Company and me with regard to the subjectmatter hereof.  I am not relying on anypromise or representation by the Company that is not expressly statedherein.  This Agreement may only bemodified by a writing signed by both me and a duly authorized officer of theCompany.

 

I accept and agree to the terms and conditions stated above:

 

 
|             |   |
|------------------|--------|
| Roger M. Laverty |   |   |
|                  |        |  |

 

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