EX-10.A






SEPARATION AGREEMENT AND RELEASE




            This Separation Agreement and Release (“Agreement”) is intended to amicably and
finally resolve all issues and claims surrounding the employment of John F. Jastrem (“Employee”)
with Viad Corp and Global Experience Specialists, Inc. (collectively “Employer”) and is made and
entered into by and between Employee and Employer.



I. Recitations.




	 	•	 	Employer desires to provide Employee with separation benefits in
connection with Employee’s retirement and separation from the
Employer.;  






	 	•	 	Employee and Employer enter into this Agreement in exchange for
compliance with the terms and conditions of this Agreement, including
the execution of all transitional responsibility as agreed upon
between Employee and Employer.
II. Agreement.





In consideration of the promises, agreements, covenants, and provisions contained in this
Agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows:



A.  Salary and Benefits.




	 	•	 	Employee’s employment with Employer ended effective March 19, 2010 (the
“Separation Date”).






	 	•	 	In consideration of the promises of Employee contained herein, Employer agrees to
pay Employee a severance benefit equal to fifty-two (52) weeks separation pay
($490,000), less statutory deductions (based upon Employee’s annual base salary as of
the Separation Date). Employer agrees to pay the entire severance benefit to
Employee within 10 days from the date this Agreement is executed by the parties.






	 	•	 	Employee has been paid, by separate check, a lump sum payment, less statutory
deductions, for all earned but unused vacation as of the Separation Date, in
accordance with state statutory requirements.






	 	•	 	Employer will pay the premiums for Employee’s group medical, dental and vision
insurance coverage for twelve (12) months following the Separation Date.  Effective
April 1, 2011, Employee may elect to continue, at Employee’s cost, coverage under the
Viad health plan, in accordance with the health care continuation coverage provisions
of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).






	 	•	 	Restricted Stock granted in February 2008 (3,600 shares), February 2009 (9,700
shares), and July 2009 (8,500 shares) will vest as provided in and subject to the
terms of the corresponding Restricted Stock Agreements.  Performance-Based Restricted
Stock granted in February 2008 (1,700 remaining shares) and Performance-Based
Restricted Stock earned pursuant to the Exhibitgroup/Giltspur Turn-Around Incentive
Bonus Award (8,140 shares remaining) will vest as provided in and subject to the
terms of the corresponding agreements.  Employee shall have no rights to any other
equity-based awards, including options, except as set forth herein.






	 	•	 	Employee’s participation in the 2010 GES Management Incentive Program (“MIP”) will
cease as of the Separation Date. Employee will be entitled to a prorated 2010 MIP
payment (not to exceed target level achievement) actually earned and approved by the
Human Resources Committee of Viad. The MIP payment, if earned and approved by the
Human Resources Committee of Viad Corp, will be paid in accordance with terms of the
MIP Plan no later than March 31, 2011. Employee will be paid the prorated 2010 MIP
payment if a 2010 MIP payment has been actually earned by GES and approved by the
Human Resources Committee for payment to any GES participants.






	 	•	 	Employee’s participation in Employer’s 401(k) Program (also known as the “TRIM”
plan), and Employer’s matching obligation under the Program, will cease as of the
Separation Date, and any distribution of the Program’s funds will be in accordance
with the provisions of the 401(k) Program.  Employee will receive information
explaining Employee’s options with regard to Employee’s account in Employer’s 401(k)
Program from the plan administrator, T Rowe Price, approximately three (3) weeks
after the end of the month following the Separation Date.






	 	•	 	Employee’s participation in the Viad Corp Supplemental TRIM Plan shall cease as of
the Separation Date and payment of Employee’s account balance therein shall be made
in one lump sum following the expiration of the six (6) month delay period for
specified employees under IRS Code Section 409A.






	 	•	 	Employer will pay Employee $7,500 for tax and financial counseling in 2010, which
amount will be paid within 10 days from the date this Agreement is executed by the
parties.






	 	•	 	Employee’s participation in the Executive Physical Program will continue through
2010, with Employee’s Company paid physical to be completed no later than December
31, 2010.






	 	•	 	Employee’s participation in any other Employer-sponsored perquisite programs,
including health club, lunch and country club, and company paid automobile, will
cease as of the Separation Date.  All associated expenses incurred prior to the
Separation Date with regard to the above-mentioned perquisites will be reimbursed to
Employee or be paid directly to provider.






	 	•	 	Employee’s Life Insurance, Short-Term Disability, Long-Term Disability, and
Business Travel Accident insurance coverage will cease as of the Separation Date.






	 	•	 	In the event Employee dies prior to receipt of all cash payments and other
compensation to which Employee is entitled hereunder, such consideration shall be
paid to the Employee’s estate, unless otherwise directed in writing by Employee.






	 	•	 	Employee will be entitled to be reimbursed for career assistance and/or
outplacement services, including out of pocket costs incurred in connection with
receiving such services, in an amount not to exceed a cost in excess of $12,000 in
the aggregate. Employee must initiate steps to retain services for any program
within 90 days of the Separation Date and all invoices for services will be sent
directly to Employer (Attn: Scott E. Sayre, Vice President-General Counsel).
Employer will reimburse Employee for such invoices (in an amount not to exceed
$12,000) with ten days of submission of invoices to Mr. Sayre.





B. Release of Claims.



Employee Release. In consideration for the receipt of the separation pay and other
benefits described in this Agreement and for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged by Employee, Employee hereby waives, voluntarily
releases and forever discharges Employer, its parent companies, predecessors, successors,
affiliates and subsidiaries, and their respective shareholders, employees, officers,
representatives, agents, and directors (collectively “the Company”) from the following:




	•	 	All claims arising out of or relating to Employee’s employment with the Company or
Employee’s separation from that employment;






	•	 	All claims arising out of or relating to any written or implied personnel policy or
practice of the Company or the statements, actions, or omissions of the Company;






	•	 	All claims for any alleged unlawful discrimination, harassment, retaliation or reprisal, or
other alleged unlawful practices arising under any federal, state, or local statute,
ordinance, or regulation, including without limitation, claims under Title VII of the Civil
Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended;
the Americans with Disabilities Act of 1990, as amended; 42 U.S.C. 12101, et. seq.; the Family
and Medical Leave Act of 1993; the Employee Retirement Income Security Act of 1974; the Equal
Pay Act of 1963; the Fair Labor Standards Act; the Worker Adjustment and Retraining
Notification Act; the Civil Rights Act of 1991; the Fair Credit Reporting Act; the Older
Workers Benefit Protection Act; and any other federal, state or local anti-discrimination
acts, state wage acts and non-interference or non-retaliation statutes;






	•	 	All claims for alleged wrongful discharge; breach of contract; breach of implied contract;
failure to keep any promise; breach of a covenant of good faith and fair dealing; breach of
fiduciary duty; promissory estoppel; Employee’s activities, if any, as a “whistleblower”;
defamation; infliction of emotional distress; fraud; misrepresentation; negligence;
harassment; retaliation or reprisal; constructive discharge; assault; battery; false
imprisonment; invasion of privacy; interference with contractual or business relationships;
any other wrongful employment practices; and violation of any other principle of common law;






	•	 	Except as otherwise excepted or provided for herein or as relates to consulting payments,
all claims for compensation of any kind, including without limitation, commission payments,
bonus payments, equity awards (including any February 2010 awards), vacation pay, and expense
reimbursements;






	•	 	All claims for back pay, front pay, reinstatement, other equitable relief, compensatory
damages, damages for alleged personal injury, liquidated damages, and punitive damages;






	•	 	All claims for attorneys’ fees, costs, and interest.





Employee also waives any right to any form of recovery or compensation from any legal action
brought by Employee, or by any state or federal agency on Employee’s behalf in connection with
Employee’s employment with or termination of employment from Employer. Employer acknowledges and
understands, however, that Employee does not release any claims that the law does not allow to be
waived or any claims that may arise after the date on which Employee signs this Agreement. 
Employee also agrees not to seek re-employment with Employer in the future.



Employer Release. Employer hereby waives, voluntarily releases, and forever
discharges Employee from any and all claims, demands, liabilities, debts, judgments, expenses,
actions, causes of action or suits of any kind which Employer may have had or may now have or may
hereafter arise relating to Employee’s employment with the Company or Employee’s separation from
that employment. Notwithstanding the provisions of this paragraph or any other paragraph of this
Agreement, Employer’s release shall not include: (1) any claim arising under this Agreement or
arising under any of the Agreements referred to in Section II.T hereof, or (2) any claim arising
from fraud, intentional breach of fiduciary duty or criminal acts of Employee, except for claims
that Employer knew or reasonably should have known of prior to the Separation Date.



C. Non-Disclosure.  Employee agrees that Employee shall not disclose to any person or entity
at any time or in any manner, directly or indirectly, any information relating to the operations of
Employer, Employer’s affiliates, or Employer’s customers, clients or suppliers that has not already
been disclosed or is available to the general public.  The parties agree that this provision
includes, but is not limited to, the following information: compensation practices or arrangements;
human resources practices; employee or former employee names, lists or contact information;
financial information; budgets; product and services; strategic business or marketing plans;
proprietary information and/or trade secrets; operating procedures; customer lists and/or names;
product and service prices; customer charges; contracts; contract negotiations; employee relations
matters; and any other proprietary information related to the business of Employer or its
affiliates.  Employee understands that this listing is not all-inclusive and is provided by way of
example. Employee further understands that Employee continues to be bound by the terms and
obligations contained in any and all confidentiality agreements signed by Employee during the
course of Employee’s employment with Employer, which shall survive and are enforceable following
the Employee’s Separation Date according to the terms of such agreements.



D. Mutual Non-disparagement and Neutral Reference. Employee agrees not to make any derogatory
or damaging statements about Employer or any of its affiliates or their respective directors,
officers, employees or agents, or the management or business condition of Employer or any of its
affiliates.  Likewise, Employer agrees not to make any derogatory or disparaging statements about
Employee.  In addition, Employer agrees to provide prospective employers of Employee with a neutral
reference, including only Employee’s name, job title, and dates of employment, and a statement
consistent with the disclosure made in Viad’s press release dated March 22, 2010, announcing
Employee’s retirement from his post as GES president. For purposes of this provision, the term
“Employer” shall mean the Vice President or Executive Director of Viad Human Resources, any
employee specifically authorized to publicly speak on behalf of Employer, and each corporate
officer of Viad.



E.  Confidentiality. Employee and Employer acknowledge that the Agreement and a related
Consulting Agreement between the parties will be filed with the Securities Exchange Commission and
be available to the public.



F.  Future Cooperation. Employee hereby agrees, if requested by Employer, to fully cooperate
in assisting Employer and its counsel in any litigation, proceeding, claim or dispute which arose
before, during, or after Employee’s employment, and of which Employee has knowledge.  If Employer
makes a request of Employee to participate in such, and travel is necessary, Employer shall pay
reasonable travel expenses consistent with Employer’s current travel policy in effect as of the
Separation Date.  Employer shall at its cost provide representation of its choice for any
preparation for or representation of Employee, if Employer requests such services.  If Employer
requests assistance from Employee that requires Employee to provide work product, review prior work
or analysis or spend time in preparation for testimony or litigation, Employer shall reimburse
Employee for Employee’s time at an hourly rate of $250, which rate is consistent with Employee’s
regular base salary at the time of Employee’s separation.



  



G. Restrictive Covenants.  Employee acknowledges that during the course of his employment in
the business of Employer prior to the Separation Date, Employee may have developed relationships
with certain competing organizations in  the industries in which Employer competes, as well as with
certain contractors, subcontractors or customers of the Employer and subsidiaries and affiliates,
and that the Employee had access during the course of Employee’s employment with Employer to
information about the business of Employer which is confidential and/or constitutes trade secrets.
Employee agrees to the following covenants that are necessary to protect the Employer’s legitimate
business interests in maintaining its confidential and proprietary business information and
preserving its customer and employee relationships:



      1.  Non-Competition.  Employee hereby covenants and agrees that for a period
ending eighteen (18) months following the Separation Date, Employee shall not engage directly or
indirectly in any activity or provide any services, whether as a director, manager, supervisor,
employee, adviser, agent, consultant, owner of more than five (5) percent of any enterprise or
otherwise, in connection with the manufacture, development, advertising, promotion, design, or sale
of any service or product which is the same as or similar to or competitive with any services or
products of Employer or its affiliates (including both existing services or products as well as
services or products known to the Employee, as a consequence of Employee’s employment with
Employer, to be in development).



      2.  Non-Solicitation of Customers.  Employee hereby covenants and agrees that
for a period ending eighteen (18) months following the Separation Date, Employee shall not directly
or indirectly on behalf of himself or any Competitor solicit, induce or attempt to induce any
client of Employer or its affiliates to discontinue their business relationship with Employer or
any of its affiliates.  “Client” means any individual, person, business or entity that has
consumed, obtained, retained and/or purchased any services or products offered or sold by Employer
or any of its affiliates during Employee’s employment, and any individual, person, business or
entity that has been solicited by Employee to consume, obtain, retain or purchase the services or
products offered or sold by Employer or any of its affiliates.  “Competitor” means any person or
organization engaged (or about to become engaged) in research, development, marketing, selling, or
servicing with respect to any product or service which is the same as, similar to, or competes with
any product, process or service of Employer or its affiliates (including both existing services or
products as well as services or products known to the Employee, as a consequence of Employee’s
employment with Employer or one of its affiliates, to be in development). 



      3.  Non-Solicitation of Employees, Contractors and Others.  Employee hereby
covenants and agrees that for a period ending eighteen (18) months following the Separation Date,
Employee shall not directly or indirectly solicit, induce or attempt to induce any employee of
Employer or any of its affiliates to discontinue their employment with Employer or any of its
affiliates, or induce or attempt to participate in any way to induce any employee of Employer or
any of its affiliates to breach any agreement with Employer or any of its affiliates.  Employee
further covenants and agrees that for a period ending eighteen (18) months following the Separation
Date, Employee shall not solicit, induce or attempt to induce, directly or indirectly, any
supplier, contractor, consultant or other representative of Employer or any of its affiliates to
terminate their or its relationship with Employer or any of its affiliates.



For purposes of clarification, the provisions of Section II. G. are not intended to prevent or
restrict Employee from the following:




	•	 	Engaging in marketing or advertising following the Separation Date, except to the extent
that such activity is competitive with the products and/or services offered or sold by
Employer or any of its affiliates (including both existing services or products as well as
services or products known to the Employee, as a consequence of Employee’s employment with
Employer or one of its affiliates, to be in development); or






	•	 	Contacting, or otherwise soliciting business from, Employer’s clients or other business
contacts following the Separation Date, provided such contact or solicitation does not violate
the provisions of Section II. G. 1 or Section II. G. 2, or any other provision of this
Agreement. 



 


H. Injunctive Relief. Employee acknowledges that a breach of any of the provisions of
Sections II.  C — G of this Agreement might irreparably and continually damage Employer, for which
money damages may not be adequate.  Consequently, Employee agrees that in the event Employee
threatens to breach, or Employer believes Employee has breached any covenant of Sections II. C — G
of this Agreement, Employer shall be entitled to seek preliminary and permanent injunction in order
to prevent the continuation of such harm, and money damages insofar as they can be determined. 
Nothing in this Agreement shall be construed to prohibit Employer from pursuing any other remedy,
the parties having agreed that all remedies are cumulative.



I.  Return of Equipment and Documents. Unless otherwise noted in this Agreement, Employee
shall return all of Employer’s property and information within Employee’s possession (“Property”),
including, but not limited to, documents, correspondence, credit cards, computers, mobile phones,
copy machines, facsimile machines, pagers, entry cards, keys, building passes, computer software,
manuals, journals, diaries, files, lists, codes, and methodologies particular to Employer and any
and all copies thereof.  Moreover, Employee is strictly prohibited from making copies, or directing
copies to Employee through e-mail or other transmission, of any of Employer’s property covered by
this paragraph.  Further, Employee covenants and agrees not to, or direct or solicit others to,
destroy and Property.  Notwithstanding anything to the contrary herein, it is understood that
Property shall not include Employee’s company issued cell phone, or Employee’s diary, Outlook
files, contact lists, day planner, calendar, correspondence and documents to the extent that such
specified items constitute Employee’s personal and professional chronology.



J.  Board and Association Memberships. Employee agrees to resign at the request of Employer
from any and all Board of Directors and Associations that promote, serve to further, or are
otherwise involved with the manufacture, development, advertising, promotion, design, or sale of
any service or product which is the same as or similar to any services or products of Employer or
its affiliates (including both existing services or products as well as services or products known
to the Employee, as a consequence of Employee’s employment with Employer, to be in development),
including, but not limited to the Center for Exhibition Industry Research.



K.  Claims Involving Employer. Employee represents that Employee has not instituted, filed or
caused others to file or institute any charge, complaint or action against Employer or any of its
affiliates.  Employee covenants that, to the full extent permitted by law, Employee will not file
or institute any charge, complaint or action against Employer or any of its affiliates with respect
to any matters arising before or on the date Employee signs this Agreement.  Employee will not
recommend or suggest to any potential claimants or employees of Employer or any of its affiliates,
or their attorneys or agents that they initiate claims or lawsuits against Employer, nor will
Employee voluntarily aid, assist, or cooperate with any claimants or employees of Employer or their
attorneys or agents in any claims or lawsuits now pending or commenced in the future against
Employer; provided, however, that nothing in this paragraph will be construed to prevent Employee
from giving truthful testimony in response to direct questions asked pursuant to a lawful subpoena
during any future legal proceedings involving Employer or any of its affiliates.



L.  Attorney’s Fees. Each party shall pay its own attorney’s fees and costs to enforce any
term and provision of this Agreement in any action before any agency, tribunal, court or forum
whatsoever, in law or in equity.



M. Time to Consider Agreement.




	 	•	 	If Employee is age 40 or older, Employee understands and acknowledges that
Employee has twenty-one (21) days from the date Employee receives this Agreement to
consider and sign this Agreement.  Employee also understands that if Employee is age
40 or older, Employee has seven days to revoke this Agreement after Employee signs
it, and unless timely revoked, this Agreement shall be deemed final and binding. 
Employee also understands and acknowledges that Employee may revoke this Agreement
at any time during the seven (7) day period immediately following the date Employee
signs the Agreement.  This Agreement shall not become enforceable by either party or
effective until the expiration of such seven (7) day revocation period.  Employee
agrees to provide any such revocation in writing to Employer at the following
address postmarked on or before midnight on the seventh (7th) day following
execution of this Agreement:  Scott E. Sayre, Vice President-General Counsel &
Secretary, Viad Corp, 1850 N. Central Ave., Suite 800, Phoenix, AZ  85004-4545.  If
Employee is age 40 or older, then the effective date of this Agreement is the day
after the revocation period ends. 






	 	•	 	If Employee is under age 40, Employee understands and acknowledges that Employee
has ten (10) days from the date Employee receives this Agreement to consider and
sign it.






	 	•	 	Employee understands that once this Agreement is signed by Employee that he will
not receive the benefits and privileges of this Agreement until eight (8) days
following execution of this Agreement.  This Agreement will be deemed withdrawn by
Employer and null and void unless Employee signs the Agreement on or before the
expiration of the applicable consideration period, as described in the prior
paragraphs. 





N.  Invalidity and Partial Invalidity; Severability. If any term or provision of this
Agreement shall be determined by a court of competent jurisdiction to be against public policy,
invalid or unenforceable, the remainder of this Agreement or the application of such term or
provision other than those terms or provisions which are held invalid or unenforceable, shall not
be affected thereby, and each term and provision of this Agreement shall be valid and enforced to
the full extent permitted by law.  If, moreover, any one or more of the provisions contained in
this Agreement shall for any reason be held to be excessively broad as to time, duration,
geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as
to be enforceable to the extent compatible with the applicable law as it shall then appear.



O.  Full Compensation.  Employee agrees that the payments made and other consideration
provided by Employer under this Agreement constitute full and sufficient compensation for the
covenants and agreements of Employee herein, and for the release of all of Employee’s claims as set
forth in the Agreement, including, but not limited to, all claims for attorneys’ fees, costs, and
disbursements, and all claims for any type of legal or equitable relief.



P.  No Admission of Wrongdoing.  Employee understands and acknowledges that this Agreement
does not constitute an admission that Employer has violated any local ordinance, state or federal
statute, or principle of common law, or that Employer has engaged in any improper or unlawful
conduct or wrongdoing against Employee, it being agreed that Employee was not terminated for cause
or unsatisfactory performance. Employee agrees that Employee will not characterize this Agreement
or the payment of any money or other consideration in accord with this Agreement as an admission by
Employer that Employer has engaged in any wrongdoing.



Q.  Breach of Agreement; Revocation of Severance Paid. Employee agrees that a breach or other
violation by employee of any of the provisions of this Agreement shall be sufficient grounds for
Employer to terminate this Agreement immediately, discontinue all payments due hereunder, and
demand and be entitled to repayment of all payments made hereunder.



R.  Arbitration. Except to the extent that claims by Employer or Employee are for injunctive
relief, any dispute or difference of opinion between Employee and Employer (including all
employees, partners or contractors of Employer) involving the formation of this Agreement, or the
meaning, interpretation, or application of any provision of this Agreement, or any other dispute
between Employee and Employer which relates to or arises out of the employment relationship between
the parties, shall be settled exclusively by binding arbitration before one neutral arbitrator, and
judgment on the award rendered by the arbitrator may be entered and enforced in any court having
jurisdiction thereof.



S.  Governing Law. This Agreement will be construed in accordance with, and any dispute or
controversy arising from any breach or asserted breach of this Agreement will be governed by, the
laws of the State of Texas, except as may otherwise be interpreted, enforced and governed or
preempted by Federal law. 



T.  Entire Agreement. This Agreement contains the entire agreement between the parties
hereto, and supersedes all prior agreements, written and verbal, except for Employee’s Employee
Patent and Trade Secret Agreement, Use of Company-owned Computer Systems, Always Honest Agreements,
Management Incentive Plan Participation Agreement, and other incentive compensation agreements
(including but not limited to the Restricted Stock, Performance Based Restricted Stock and Turn
Around Incentive Bonus Agreements and related plans), all of which will remain in full force and
effect, it being understood and agreed by Employee and Employer that this Agreement is in addition
to and not in substitution for the covenants and obligations contained in such Agreements,
including, but not limited to, the non-competition and non-solicitation provisions of such
Agreements.

 


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III. Attestation



PLEASE READ THIS AGREEMENT CAREFULLY.  THIS AGREEMENT INCLUDES A RELEASE OF KNOWN AND UNKNOWN
CLAIMS.



EMPLOYEE HEREBY STATES THAT, BEING OF LAWFUL AGE AND LEGALLY COMPETENT TO EXECUTE THIS AGREEMENT,
EMPLOYEE HAS SIGNED THIS AGREEMENT AS A FREE AND VOLUNTARY ACT AND BEFORE DOING SO EMPLOYEE HAS
BECOME FULLY INFORMED OF ITS CONTENT BY READING THE SAME OR HAVING IT READ TO EMPLOYEE SO THAT
EMPLOYEE FULLY UNDERSTANDS ITS CONTENT AND EFFECT.  OTHER THAN AS STATED HEREIN, THE PARTIES AGREE
THAT NO PROMISE OR INDUCEMENT HAS BEEN OFFERED FOR THIS AGREEMENT AND THAT THE PARTIES ARE LEGALLY
COMPETENT TO EXECUTE THE SAME. 



 



EMPLOYEE FURTHER STATES THAT EMPLOYEE HAS BEEN ADVISED TO CONSULT AN ATTORNEY, THAT EMPLOYEE HAS
BEEN GIVEN SUFFICIENT OPPORTUNITY TO REVIEW THIS DOCUMENT WITH AN ATTORNEY BEFORE EXECUTING IT AND
THAT EMPLOYEE HAS DONE SO OR HAS VOLUNTARILY ELECTED NOT TO DO SO.

 


                                                                        EMPLOYEE

 
 


	 	 	 	 	 	 	 
	                                                                      /s/ John F. Jastrem
	 	4/24/10
	 
	 	 
	                                                                        John F. Jastrem      
	 	Date
	 

 

 

	 	





	 	





	 	





	APPROVED BY VIAD CORP FOR EMPLOYER
	 	 	 	 
	                                                                                     
	 	 
	 

/s/ Scott E. Sayre

	 	

	 	

4/23/10
	 	



	 

	 	 
	 	 
	 	







Scott E. Sayre                                                   Date


Vice President-General Counsel


& Secretary

 


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ELECTION TO EXECUTE EARLY

THE

SEPARATION AGREEMENT AND MUTUAL RELEASE

 




I, John F. Jastrem, understand that I have twenty-one (21) days to consider and
execute this Agreement.  After careful consideration and/or the opportunity to consult with a
lawyer, at my choice, I have freely and voluntarily elected to execute the Agreement before
expiration of the twenty-one (21) day period.

 
 
 


/s/ John F. Jastrem  4/24/10


JOHN F. JASTREM                                    DATE

 



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