exv10w1






EXHIBIT 10.1




PLATINUM UNDERWRITERS HOLDINGS, LTD.

The Belvedere Building

69 Pitts Bay Road

Pembroke HM08 Bermuda



April 29, 2010




Mr. Allan C. Decleir

8 Turks Head Lane

Devonshire DV07 Bermuda



Dear Allan:




     This letter agreement (“Letter Agreement”) will confirm the terms and conditions of
your employment with Platinum Underwriters Holdings, Ltd. (the “Company”) following the
Effective Date (as defined below).


1. Term of Employment.




     Your employment hereunder shall commence on April 29, 2010 (the “Effective Date”) or
such later date that you shall have received the approval of the Bermuda Department of Immigration,
and, subject to termination as provided in Section 11 hereof, shall end on the third anniversary of
the Effective Date; provided that, on the third anniversary of the Effective Date and each
anniversary thereafter, the term of your employment shall automatically be extended by an
additional year unless you or the Company gives the other party written notice, at least thirty
(30) days prior to the end of the current term, that you or the Company has determined that the
term shall not be so extended. Such employment period, as extended, shall hereinafter be referred
to as the “Term.”


2. Title and Duties.




     Commencing on the Effective Date, you will serve as Executive Vice President of the Company,
and commencing June 1, 2010, you will also serve as Chief Financial Officer of the Company. You
will have such duties, responsibilities, power and authority as those normally associated with such
position, plus any additional duties, responsibilities, power and authority assigned to you by the
Chief Executive Officer of the Company.


3. Base Salary.




     During the Term, the Company shall pay you a base salary (“Base Salary”) at an annual
rate of US$325,000, payable in cash in accordance with the Company’s payroll



 









 




practices as in effect from time to time. Your Base Salary will be reviewed annually for
possible adjustment beginning in February 2011.



4. Annual Bonus.




     During each calendar year of the Term, you shall be eligible for an annual performance bonus
(“Annual Bonus”) pursuant to the terms of the Company’s Amended and Restated Annual
Incentive Plan (the “AIP”). Your Annual Bonus shall have an incentive target equal to 75%
of earned Base Salary (the “Target Bonus”). You will be eligible for an Annual Bonus equal
to the Target Bonus multiplied by the “Performance Bonus Multiplier” as defined in the AIP.
The Performance Bonus Multiplier shall be a percentage, ranging from 0% to 150%, depending on the
“Performance Goals” relative to the “Performance Criteria,” as such terms are
defined in the AIP, all as established by the Compensation Committee (the “Committee”) of
the Board of Directors of the Company (the “Board”) for all participants in the AIP. Your
Annual Bonus shall be paid in accordance with the terms of the AIP following the end of the
calendar year to which it relates, subject to such terms and conditions as the Committee shall
require. The Annual Bonus shall be paid 50% in common shares, par value US$0.01 per share, of the
Company (“Common Shares”) and 50% in cash until you meet the applicable target ownership
level specified in the Share Ownership Guidelines adopted by the Board (as they may be amended from
time to time, the “Guidelines”); thereafter, the Annual Bonus shall be paid 100% in cash.


5. Time-Based Share Unit Award; Equity Awards.




     (a) As of the Effective Date, you shall be granted by the Company under the Company’s 2010
Share Incentive Plan (the “2010 Plan”) an award of that number of share units equal to
US$212,000 divided by the Fair Market Value (as defined in the 2010 Plan) of a Common Share on the
Effective Date (the “Time-Based Share Unit Award”). The Time-Based Share Unit Award shall
vest in four (4) equal installments on April 29 of each of 2011, 2012, 2013 and 2014 based on your
continued employment with the Company, and shall be payable in Common Shares. The terms of the
Time-Based Share Unit Award shall be provided for in a Time-Based Share Unit Award Agreement
between you and the Company.



     (b) It is expected that, commencing in 2011, you will be eligible to receive annual equity
awards under the 2010 Plan with a target equal to 50% of your earned Base Salary, provided that
such awards, if any, and the form and amount thereof shall be determined by the Committee in its
sole discretion.


6. Executive Incentive Plan Awards.




     During the Term, you shall be a participant in the Company’s Amended and Restated Executive
Incentive Plan (the “EIP”). On or prior to February 28 of each calendar year during the
Term, you will be eligible for an award under the EIP (an “EIP Award”) of that number of
share units under the EIP equal to 50% of your Base Salary divided by the Fair Market Value (as
defined in the 2010 Plan) of a Common Share on the date of grant of such EIP Award, with a
Performance Cycle (as defined in the EIP) of



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three years. The actual amount, terms and conditions and the form of payment of any EIP Award
will be determined by the Committee in its sole discretion, in accordance with the terms of the
EIP.



7. Share Ownership Guidelines.




     You acknowledge that, in accordance with the Guidelines, you are required to accumulate 30,000
Common Shares before selling any Common Shares received under any of the Company’s compensation
plans, subject to certain exceptions set forth in the Guidelines.


8. Employee Benefits and Perquisites.




     During the Term, you and your eligible dependents shall be eligible to participate in the
employee benefit plans, arrangements and perquisites that are generally available to senior
executives of the Company, subject to the terms and conditions of such plans, arrangements and
perquisites. The Company reserves the right to amend or terminate any employee benefit plan,
arrangement or perquisite, including the AIP, the 2010 Plan and the EIP (notwithstanding Sections
4, 5 and 6), at any time, and to adopt any new plan, arrangement or perquisite.


9. Expatriate Benefits.




     (a) During the Term, the Company shall reimburse you and your family for business class
roundtrip air travel to Brazil on up to three occasions per year.



     (b) During the Term, the Company shall provide you with a housing allowance of US$15,000 per
month and a car allowance of US$700 per month.



     (c) The Company shall pay any fees and expenses, including legal expenses, incurred in
connection with obtaining and maintaining for you any work permits required by the Bermuda
governmental authorities.



     (d) You shall be responsible for any tax liability associated with any payments or
reimbursements under this Section 9.


10. Business Expenses.




     During the Term, the Company shall reimburse you for all reasonable expenses incurred by you
in carrying out your duties and responsibilities under this Letter Agreement, in accordance with
the Company’s policies for senior executives as in effect from time to time.


11. Termination of Employment.




     (a) Termination for Good Reason; Termination Without Cause. If you terminate your
employment during the Term for Good Reason (as defined below) or if your employment is terminated
during the Term by the Company without Cause (as defined below), you shall receive a lump sum cash
payment equal to the sum of (i) one



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year’s Base Salary and Target Bonus and (ii) any earned but unpaid Base Salary and other
amounts (including reimbursable expenses and any vested amounts or benefits under the Company’s
employee benefit plans or arrangements) accrued or owing through the date of effectiveness of such
termination under the terms of the applicable arrangement. In addition, the Company will reimburse
you for documented expenses of relocating from Bermuda up to $50,000. Payment and vesting of any
amount under this Section 11(a) shall be conditioned upon compliance with Section 14 hereof.




     (b) Termination Other than for Good Reason; Termination for Cause. If you terminate
your employment during the Term other than for Good Reason or if your employment is terminated
during the Term by the Company for Cause, all unvested equity awards (including all outstanding
awards under the EIP) shall be forfeited, and you shall receive no further payments, compensation
or benefits under this Letter Agreement, except you shall receive, upon the effectiveness of such
termination, any earned but unpaid Base Salary and other amounts (including reimbursable expenses
and any vested amounts or benefits under the Company’s employee benefit plans or arrangements)
accrued or owing through the date of effectiveness of such termination under the terms of the
applicable arrangement.



     (c) Death or Disability. Upon the termination of your employment during the Term on
account of your death or Disability (as defined below), you or your beneficiaries shall receive any
earned but unpaid Base Salary and other amounts (including reimbursable expenses and any vested
amounts or benefits under the Company’s employee benefit plans or arrangements) accrued or owing
through the date of effectiveness of such termination under the terms of the applicable
arrangement. Payment and vesting of any amount under this Section 11(c) shall be conditioned upon
compliance with Section 14 hereof.



     (d) Non-Extension. In the event that your employment with the Company terminates upon
the expiration of the Term, you shall be entitled to receive any earned but unpaid Base Salary and
other amounts (including reimbursable expenses and any vested amounts or benefits under the
Company’s employee benefit plans or arrangements) accrued or owing through the date of
effectiveness of such termination under the terms of the applicable arrangement. In addition, the
Company will reimburse you for documented expenses of relocating from Bermuda up to $50,000.
Payment of any amount under this Section 11(d) shall be conditioned upon compliance with Section 14
hereof.



     (e) Definitions. For purposes of this Letter Agreement, the terms set forth below
shall have the following meanings:



          (i) “Cause” means (A) your willful and continued failure to substantially perform your
duties hereunder; (B) your conviction of, or plea of guilty or nolo contendere to, a felony or
other crime involving moral turpitude; (C) your engagement in any malfeasance or fraud or
dishonesty of a substantial nature in connection with your position with the Company or any of its
subsidiaries, or other willful act that materially damages the reputation of the Company or any of
its subsidiaries; (D) your breach of any restrictive covenants in Section 12 hereof or in any





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option or other award agreement between you and the Company; (E) the sale, transfer or
hypothecation by you during the Term of Common Shares in violation of the Guidelines; (F) you
abandon Bermuda or such other location as the Board shall establish for the Company’s corporate
headquarters as your primary residence prior to the end of the Term without the prior written
consent of the Company, or (G) you fail to maintain Bermuda as the location of your principal
business office without the prior written consent of the Company; provided,
however, that no such act, failure to act or event that is capable of being cured by you
shall be treated as “Cause” under this Letter Agreement unless you have been provided a detailed,
written statement of the basis for the Company’s belief that such act, failure to act or event
constitutes “Cause” and have had at least thirty (30) days after receipt of such statement to cure
such act, failure to act or event. For purposes of this

Section 11(e)(i), no act or failure to act
shall be considered “willful” unless it is done, or failed to be done, in bad faith, and without
reasonable belief that the act or failure to act was in the best interest of the Company.




          (ii) “Good Reason” means, without your express written consent, (A) the Company
reduces your Base Salary or your Target Bonus; (B) the Company reduces the scope of your duties,
responsibilities, power or authority; (C) you are required to report to anyone other than the Chief
Executive Officer; (D) you are required to be principally based in any location other than in the
Company’s offices in Bermuda or such other location as the Board shall establish for the Company’s
corporate headquarters; or (E) the Company breaches any other material provision of this Letter
Agreement; provided, however, that if you voluntarily consent to any reduction or
change described above in lieu of exercising your right to resign for Good Reason, and deliver such
consent to the Company in writing, then such reduction or change shall not constitute “Good Reason”
hereunder, but you shall have the right to resign for Good Reason under this Letter Agreement as a
result of any subsequent reduction or change described above. Notwithstanding the foregoing, no
act, failure to act or event that is capable of being cured by the Company shall be treated as
“Good Reason” under this Letter Agreement unless the Company has been provided a detailed, written
statement of the basis of your belief that such act, failure to act or event constitutes “Good
Reason” and has had at least thirty (30) days after receipt of such statement to cure such act,
failure to act or event.




          (iii) “Disability” means a termination of your employment by the Company, if you have
been rendered incapable of performing your duties by reason of any medically determined physical or
mental impairment that can be expected to result in death or that can be expected to last for a
period of either (A) six or more consecutive months from the first date of your absence due to the
disability or (B) nine or more months during any twelve-month period.




          (iv) “Separation from Service” shall have the meaning set forth in Section 409A of the
Code.




          (v) “Code” means the Internal Revenue Code of 1986, as amended.






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12. Covenants.




     In exchange for the remuneration outlined above, in addition to providing services to the
Company as set forth in this Letter Agreement, you agree to the following covenants, which you
agree are intended to survive the Term and any termination or expiration of this Letter Agreement:



     (a) Confidentiality. During the period of your employment and for all periods
following any termination of your employment for any reason, you shall keep confidential any trade
secrets and confidential or proprietary information of the Company (and its subsidiaries and
affiliates) which are now known to you or which hereafter may become known to you as a result of
your employment or association with the Company, and shall not at any time, directly or indirectly,
disclose any such information to any person, firm or corporation, or use the same in any way other
than in connection with the business of the Company (or its subsidiaries or affiliates) during, and
at all times after, the termination of your employment. For purposes of this Letter Agreement,
“trade secrets and confidential or proprietary information” means information unique to the Company
(or its subsidiaries or affiliates) which has a significant business purpose and is not known or
generally available from sources outside the Company (or its subsidiaries or affiliates) or typical
of industry practice, but shall not include any of the foregoing (i) information that becomes a
matter of public record or is published in a newspaper, magazine or other periodical available to
the general public, other than as a result of any act or omission by you or (ii) information that
is required to be disclosed by any law, regulation or order of any court or regulatory commission,
department or agency, provided that you give prompt notice of such requirement to the Company to
enable the Company (or its subsidiaries or affiliates) to seek an appropriate protective order or
confidential treatment.



     (b) Return of Company Information. In the event of the termination of your employment
for any reason, you shall deliver to the Company all of (i) the property of the Company (and its
subsidiaries and affiliates) and (ii) the documents and data of any nature and in whatever medium
of the Company (and its subsidiaries and affiliates), and you shall not take with you any such
property, documents or data, or any reproduction thereof, or any documents containing or pertaining
to any trade secrets and confidential or proprietary information of the Company (and its
subsidiaries and affiliates) as defined in paragraph (a) above.



     (c) Non-Solicitation and Non-Hire. You covenant that during the period of your
employment with the Company and during the fifteen month period following termination of such
employment for any reason, you shall not, without the prior written consent of the Company,
directly or indirectly, solicit, hire or cause to be solicited or hired by an enterprise with which
you may ultimately become associated, any employee of the Company (or its subsidiaries or
affiliates) whose annual compensation exceeds $100,000.



     (d) Enforcement. You acknowledge that if you breach any provision of this Section 12,
the Company (or its subsidiaries or affiliates) will suffer irreparable injury. It is therefore
agreed that the Company (or its subsidiaries or affiliates) shall have the right



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to enjoin any such breach, without posting any bond, if permitted by a court of the applicable
jurisdiction. You hereby waive the adequacy of a remedy at law as a defense to such relief. The
existence of this right to injunctive or other equitable relief shall not limit any other rights or
remedies which the Company (or its subsidiaries or affiliates) may have at law or in equity
including, without limitation, the right to monetary, compensatory and punitive damages. You
acknowledge and agree that the provisions of this Section 12 are reasonable and necessary for the
successful operation of the Company. In the event an arbitrator or a court of competent
jurisdiction determines that you have breached your obligations in any material respect under this
Section 12, the Company, in addition to pursuing all available remedies under this Letter
Agreement, at law or otherwise, and without limiting its right to pursue the same, shall cease all
payments to you under this Letter Agreement. If any provision of this Section 12 is determined by
a court of competent jurisdiction to be not enforceable in the manner set forth in this Letter
Agreement, you and the Company agree that it is the intention of the parties hereto that such
provision should be enforceable to the maximum extent possible under applicable law. If any
provision of this Section 12 is held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect the validity or enforceability of any other provision of this
Letter Agreement (or any portion thereof).



13. Miscellaneous Provisions.




     (a) All compensation paid to you under this Letter Agreement shall be subject to all
applicable income tax, employment tax and other non-U.S. and U.S. federal, state and local tax
withholdings and deductions.



     (b) This Letter Agreement constitutes the entire agreement between you and the Company with
respect to the subject matter hereof and supercedes any and all prior agreements or understandings
between you and the Company or any of its subsidiaries or affiliates with respect to the subject
matter hereof, whether written or oral; provided, however, that this Letter
Agreement shall not have any impact on any outstanding awards granted to you under any bonus,
incentive or equity-based compensation plan of the Company, and shall not affect your participation
in any such plan or other employee benefit of the Company (including, without limitation, the
Change in Control Severance Plan), except in each case to the extent explicitly set forth in this
Letter Agreement. Any amendment or termination of this Letter Agreement must be in writing and
signed by you and the Company.



     (c) This Letter Agreement may be executed in any number of counterparts which together shall
constitute but one agreement.



     (d) This Letter Agreement shall be binding on and inure to the benefit of the Company’s
successors and permitted assigns and, in your case, your estate, heirs and legal representatives.
Other than as provided herein, the rights and obligations described in this Letter Agreement may
not be assigned by you without the prior written consent of the Company, and may not be assigned by
the Company without your prior written consent.



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     (e) Subject to Section 12(d) hereof, all disputes arising under or related to this Letter
Agreement shall be settled by arbitration under the Commercial Arbitration Rules of the American
Arbitration Association then in effect as the sole and exclusive remedy of either party. Such
arbitration shall be held in Bermuda. Any judgment on the award rendered by such arbitration may
be entered in any court having jurisdiction over such matters. Each party’s costs and expenses of
such arbitration, including reasonable attorney fees and expenses, shall be borne by such party.



     (f) All notices under this Letter Agreement shall be in writing and shall be deemed effective
(i) when delivered in person, (ii) five (5) days after deposit thereof in the mail, postage
prepaid, for delivery as registered or certified mail, addressed to the respective party at the
address set forth below or to such other address as may hereafter be designated by like notice, or
(iii) upon confirmed receipt of a facsimile or an electronic transmission. Unless otherwise
notified as set forth above, notice shall be sent to each party as follows:


You, to:



The address maintained in the Company’s records



The Company, to:



Platinum Underwriters Holdings, Ltd.

The Belvedere Building

69 Pitts Bay Road

Pembroke HM 08, Bermuda

Attention: Michael D. Price

                    Chief Executive Officer

Facsimile: 441-295-4605

Email: mprice@platinumre.com



With a copy to:



Platinum Underwriters Holdings, Ltd.

The Belvedere Building

69 Pitts Bay Road

Pembroke HM 08, Bermuda

Attention: Michael E. Lombardozzi

                    Executive Vice President, General Counsel and

                    Chief Administrative Officer

Facsimile: 441-295-4605

Email: mlombardozzi@platinumre.com




     (g) This Letter Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New York without reference to rules relating to conflict of laws.



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     (h) This Letter Agreement supercedes any inconsistent provisions of any plan or arrangement
that would otherwise be applicable to you to the extent such provisions would limit any rights
granted to you hereunder or expand any restrictions imposed on you hereby.



     (i) The headings in this Letter Agreement are intended solely for convenience of reference and
shall be given no effect in the construction or interpretation of this Letter Agreement.


14. Release.




     All payments and benefits provided under Sections 11(a), 11(c) and 11(d) hereof shall be
conditioned upon you (or if applicable, your estate, heirs or legal representatives) executing and
honoring a Full and Complete Waiver, Release and Agreement substantially in the form attached
hereto as Exhibit A (the “Release”). If the Release is not executed, valid and irrevocable
prior to the date a payment would be due under Sections 11(a), 11(c) or 11(d) hereof, then such
payment shall be forfeited.



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     If this Letter Agreement correctly reflects your understanding, please sign and return one
copy to the Company for the Company’s records.



	 	 	 	 	 
	 	Platinum Underwriters Holdings, Ltd.

 	 
	 	By:  	/s/  Michael D. Price	 
	 	 	Name:  	Michael D. Price 	 
	 	 	Title:  	Chief Executive Officer 	 
	 


The above Letter Agreement correctly reflects our understanding, and I hereby confirm my agreement
to the same as of the date first written above.



	 	 	 	 
	/s/
Allan C. Decleir
	 	 	 
	Name: Allan C. Decleir
	 	 	 





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EXHIBIT A




FULL AND COMPLETE WAIVER, RELEASE

AND AGREEMENT




(this “Release”)



     I, Allan C. Decleir, in consideration of the benefits (the “Benefits”) provided in my
employment agreement with Platinum Underwriters Holdings, Ltd., dated      , (the
“Employment Agreement”) for myself and my heirs, executors, administrators and assigns, do
hereby knowingly and voluntarily release and forever discharge Platinum Underwriters Holdings,
Ltd., and its subsidiaries, affiliates predecessors, successors, agents and representatives
(collectively, the “Companies”) and their respective current and former directors, officers
and employees from, and covenant not to sue or proceed against any of the foregoing on the basis
of, any and all claims, actions and causes of action upon or by reason of any matter arising out of
my employment by the Companies and the cessation of said employment, and including, but not limited
to, any alleged violation of those federal, state and local laws prohibiting employment
discrimination based on age, sex, race, color, national origin, religion, disability, veteran or
marital status, sexual orientation, or any other protected trait or characteristic, or retaliation
for engaging in any protected activity, including, without limitation, the Age Discrimination in
Employment Act of 1967 (the “ADEA”), 29 U.S.C. 621 et seq., as amended by the Older Workers Benefit
Protection Act, P.L. 101-433, the Equal Pay Act of 1963, 9 U.S.C. 206 et seq., Title VII of the
Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Civil Rights Act of 1866, 42
U.S.C. 1981, the Civil Rights Act of 1991, 42 U.S.C. 1981a, the Americans with Disabilities Act, 42
U.S.C. 12101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. 791 et seq., the Family and Medical
Leave Act of 1993, 28 U.S.C. 2601 and 2611 et seq., the New York State and New York City Human
Rights Laws, and equivalent provisions under Bermuda law (including, without limitation, the
Employment Act 2000 and the Human Rights Act 1981), whether KNOWN OR UNKNOWN, fixed or contingent,
which I ever had, now have, or may have, or which I, my heirs, executors, administrators or assigns
hereafter can, shall or may have, from the beginning of time through the date on which I sign this
Full and Complete Waiver, Release and Agreement (this “Release”), including without
limitation those arising out of or related to my employment or separation from employment with the
Companies (collectively the “Released Claims”). I specifically waive the benefit of any
statute or rule of law which, if applied to this Release, would otherwise exclude from its binding
affect any claims not now known by me to exist. This Release does not purport to waive (i) claims
arising under these laws after the date of this Release or any claims for breach of this Release,
(ii) claims relating to post-termination benefits provided under the terms of the Employment
Agreement or (iii) any claims to post-termination benefits under the terms of any employee benefit
plan of the Companies.



     I further agree, promise and covenant that, to the maximum extent permitted by law, neither I
nor any person, organization, or other entity acting on my behalf has filed or will file any
complaint, charge, claim or suit or cause or permit to be filed, charged or claimed, any action for
damages or other relief (including injunctive, declaratory,



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monetary or other relief) against the Companies or any other releasee involving any matter
occurring in the past up to the date of this Release, or involving or based upon any claims,
demands, causes of action, obligations, damages or liabilities which are the subject of this
Release. This Release shall not affect any rights I may have under the Older Workers Benefit
Protection Act to have a judicial determination of the validity of this Release and does not
purport to limit any right I may have to file a charge under the ADEA or other civil rights statute
or to participate in an investigation or proceeding conducted by the Equal Employment Opportunity
Commission or other investigative agency. This Release does, however, waive and release any right
to recover damages under the ADEA or other civil rights statute.




     I hereby warrant and represent that I have made no sale, assignment, or other transfer, or
attempted sale, assignment, or other transfer, of any of the Released Claims. I fully understand
and agree that:



     1. This Release is in exchange for the Benefits, to which I would otherwise not be entitled;



     2. I am hereby advised to consult and have had the opportunity to consult with an attorney
before signing this Release;



     3. I have twenty-one (21) days from my receipt of this Release within which to consider
whether or not to sign it;



     4. I have seven (7) days following my signature of this Release to revoke it; and



     5. This Release shall not become effective or enforceable until the revocation period of seven
(7) days has expired.



     If I choose to revoke this Release, I must do so by notifying Platinum Underwriters Holdings,
Ltd. in writing. This written notice of revocation must be faxed and mailed by first class mail
within the seven (7) day revocation period and addressed as follows:


Platinum Underwriters Holdings, Ltd.

The Belvedere Building

69 Pitts Bay Road

Pembroke HM 08 Bermuda

Attention: Michael E. Lombardozzi

                    Executive Vice President, General Counsel

                    and Chief Administrative Officer

Fax: 441-295-4605




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with
a copy to:


Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019-6092

Attention: Linda E. Ransom

Fax: 212-259-6333




     This Release is the complete understanding between me and the Companies in respect of the
subject matter of this Release and supersedes all prior agreements relating to the same subject
matter. I have not relied upon any representations, promises or agreements of any kind except
those set forth herein in signing this Release.



     In the event that any provision of this Release should be held to be invalid or unenforceable,
each and all of the other provisions of this Release shall remain in full force and effect. If any
provision of this Release is found to be invalid or unenforceable, such provision shall be modified
as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by
law. This Release is to be governed by and construed and enforced in accordance with the laws of
the State of New York without reference to rules relating to conflict of laws. This Release inures
to the benefit of the Companies and their successors and assigns. I have carefully read this
Release, fully understand each of its terms and conditions, and intend to abide by this Release in
every respect. As such, I knowingly and voluntarily sign this Release.


 



	 	 	 

	 

Allan C. Decleir

	 	 






	 	 	 	 	 

	Dated:
	 	 	 	 
	 

	 	 

	 	 







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