exv10w1



 





EXHIBIT 10.1



EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of November
19, 2004, by and between RANDALL A. WOTRING (the “Employee”) and EG&G TECHNICAL
SERVICES, INC., a Delaware corporation (the “Company”).



WITNESSETH




     WHEREAS, the Company and the Employee entered into an Employment Agreement
effective as of August 20, 1999 (the “Prior Agreement”); and



     WHEREAS, the Company wishes to continue employing the Employee and the
Employee is willing to continue such employment pursuant to the terms and
conditions of this Agreement, which shall amend, restate and supersede the
Prior Agreement



     NOW, THEREFORE, the parties agree as follows:





	 	1.	 	TERM OF EMPLOYMENT.





          (a) Basic Rule. The Company agrees to continue to employ the Employee,
and the Employee agrees to remain in employment with the Company, from the date
hereof until the date on which the Employee’s employment terminates pursuant to
Subsection (b), (c), (d), (e) or (f) below.



          (b) Termination by Company Without Cause. The Company may terminate the
Employee’s employment at any time without Cause (as defined below) and for any
reason or no reason whatsoever by giving the Employee thirty (30) days’ advance
notice in writing.



          (c) Termination by Company for Cause. The Company may terminate the
Employee’s employment at any time for Cause. For all purposes under this
Agreement, “Cause” shall mean:



               (i) A willful failure or omission of the Employee to substantially perform
his duties hereunder, other than as a result of the death or Disability (as
defined below) of the Employee;



               (ii) A willful act by the Employee that constitutes gross misconduct or
fraud;



               (iii) The Employee’s conviction of, or plea of “guilty” or “no contest”
to, a felony; or



1.








 





               (iv) The Employee’s disobedience of orders and directives of the Chief
Executive Officer (the “Chief Executive Officer”) of URS Corporation, a
Delaware corporation (“URS Delaware”), or his designee, or of the Board of
Directors of URS Delaware, or a duly appointed committee thereof (collectively,
the “Board”).



          (d) Resignation by Employee. The Employee may terminate his employment by
giving the Company thirty (30) days’ advance notice in writing.



          (e) Death of Employee. The Employee’s employment shall terminate
automatically in the event of his death.



          (f) Disability. The Company may terminate the Employee’s employment due
to Disability by giving the Employee thirty (30) days’ advance notice in
writing. For all purposes under this Agreement, “Disability” shall mean that
the Employee, at the time the notice is given, has performed none of his duties
under this Agreement for a period of not less than one hundred eighty (180)
consecutive days as a result of his incapacity due to physical or mental
illness. In the event the Employee resumes the performance of substantially
all of his duties hereunder before termination of his active employment under
this Section 1(f) becomes effective, the notice of termination shall
automatically be deemed to have been revoked.



          (g) Rights Upon Termination. Except as expressly provided in Sections 6
and 7, upon the termination of the Employee’s employment pursuant to this
Section 1, the Employee shall only be entitled to the compensation, benefits
and reimbursements described in Sections 3, 4 and 5 for the period preceding
the effective date of the termination. The payments under this Agreement shall
fully discharge all responsibilities of the Company, URS Delaware and their
respective parent, subsidiary and affiliated corporations and related entities
(collectively, “URS” and, individually, a “URS Entity”) to the Employee.



          (h) Employment by Affiliate. The employment of the Employee shall not be
considered to have terminated for purposes of this Agreement if the Employee is
employed by any URS Entity.



          (i) Termination of Agreement. This Agreement shall terminate on the
earlier of the date when the Employee attains age 65 or the date when all
obligations of the parties hereunder have been satisfied.





	 	2.	 	DUTIES AND SCOPE OF EMPLOYMENT.





          (a) Position. The Company agrees to employ the Employee in an executive
position as the President, EG&G Division for the term of his employment under
this Agreement. The Employee shall report to the Chief Executive Officer or
his designee, and shall serve in such positions on behalf of URS and perform
such duties consistent with an executive position for URS as may be required by
the Chief Executive Officer or his designee. It is anticipated that the
Employee’s duties will require him to travel frequently and extensively. If
the principal office to which the Employee is assigned is changed by the
Company, the Company shall reimburse



2.








 







reasonable relocation expenses of the Employee in accordance with
generally applicable policies of the Company.



          (b) Obligations. During the term of his employment under this Agreement,
the Employee shall devote his full business efforts and time to URS and shall
not render services to any other person or entity without the prior written
consent of the Chief Executive Officer or his designee. The foregoing,
however, shall not preclude the Employee from (i) engaging in appropriate
civic, charitable or religious activities, (ii) devoting a reasonable amount of
time to private investments that do not interfere or conflict with his
responsibilities to the Company or (iii) serving on the boards of directors of
other companies provided that prior approval for such service is obtained from
the Chief Executive Officer or his designee and that such service does not
interfere or conflict with his responsibilities to the Company.



          (c) Resignation from Other Positions. Immediately upon request by the
Company, before or after the termination of the employment of the Employee, he
shall resign from any position he holds as director, officer, trustee, nominee,
agent for service of process, attorney-in-fact or similar position with respect
to any URS Entity, and shall execute, verify, acknowledge, swear to and deliver
any documents and instruments reasonably requested by the Company or required
to reflect such resignation.





	 	3.	 	BASE COMPENSATION AND TARGET BONUS.





     During the term of his employment under this Agreement, the Company agrees
to pay the Employee as compensation for his services a base salary at an annual
rate of Four Hundred Thousand Dollars ($400,000), or at such higher rate as the
Company may determine from time to time. Such salary shall be payable in
accordance with the Company’s standard payroll procedures. (The annual rate of
compensation specified in this Section 3, as increased by the Company from time
to time, is referred to in this Agreement as “Base Compensation.”) In
addition, during the term of his employment under this Agreement, the Company
agrees that the Employee shall participate in the Company’s annual bonus plan
with a target bonus percentage of at least seventy-five percent (75%) of Base
Compensation beginning with the 2005 fiscal year and for each subsequent fiscal
year. (The annual target bonus percentage specified in this Section 3, as
increased by the Company from time to time, is referred to in this Agreement as
“Annual Target Bonus.”)





	 	4.	 	EMPLOYEE BENEFITS, STOCK OPTIONS, AND INCENTIVE COMPENSATION,
AND OTHER COMPENSATION PLANS AND PROGRAMS.





     During the term of his employment under this Agreement, the Employee shall
be eligible to participate in the employee benefit plans, stock option and
other equity-based incentive and compensation plans, and other executive
incentive and compensation programs maintained with respect to employees of the
Company, subject in each case to (i) the generally applicable terms and
conditions of the applicable plan or program and to the determinations of the
Board or other person administering such plan or program, (ii) determinations
by URS, the Board or any such person as to whether and to what extent Employee
shall so participate or cease



3.








 







to participate, and (iii) amendment, modification or termination of any
such plan or program in the sole and absolute discretion of URS.





	 	5.	 	BUSINESS EXPENSES.





     In accordance with the Company’s generally applicable policies, (i) during
the term of his employment under this Agreement, the Employee shall be
authorized to incur necessary and reasonable travel, entertainment and other
business expenses in connection with his duties hereunder, and (ii) the Company
shall reimburse the Employee for such expenses upon presentation of an itemized
account and appropriate supporting documentation.





	 	6.	 	CERTAIN TERMINATIONS OF EMPLOYMENT FOLLOWING CHANGE IN
CONTROL.





          (a) Definition. For all purposes under this Agreement, “Change in
Control” shall mean that, after the date of this Agreement, any “person” (as
such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended), through the acquisition or aggregation of securities,
becomes the beneficial owner, directly or indirectly, of securities of URS
Delaware representing more than fifty percent (50%) of the combined voting
power of the then outstanding securities ordinarily (and apart from rights
accruing under special circumstances) having the right to vote at elections of
directors of URS Delaware.



          (b) Good Reason. For all purposes under this Agreement, “Good Reason”
shall mean that the Employee has incurred a reduction in his Base Compensation
or Annual Target Bonus.



          (c) Change in Control Payment and Severance Benefits. If, during the term
of this Agreement and within one year after the occurrence of a Change in
Control, either (i) the Employee voluntarily resigns his employment for Good
Reason, or (ii) the Company terminates the Employee’s employment for any reason
other than Cause or Disability, then the Employee shall be entitled to receive
a severance payment from the Company (the “Change in Control Payment”) and in
addition shall be entitled to Severance Benefits in accordance with Subdivision
(ii) of Section 7(a). No Change in Control payment shall be made in case of
termination of employment of Employee by reason of resignation of Employee
other than for Good Reason, death of Employee, or any other circumstance not
specifically and expressly described in the immediately preceding sentence.
The Change in Control Payment shall be in an amount determined under Section
6(d) below and shall be made in a lump sum not more than five (5) business days
following the effective date of the Employee’s release as described in Section
8 below. The Change in Control Payment shall be in lieu of (i) any further
payments to the Employee under Section 3, (ii) any further accrual of benefits
under Sections 4 and 6 with respect to periods subsequent to the date of the
employment termination and (iii) any entitlement to a Severance Payment (as
defined in Subdivision (i) of Section 7(a) below). In addition, at the



4.








 







time of the employment termination, the Company shall pay to the Employee
all accrued and unpaid vacation.



          (d) Amount of Change in Control Payment. The amount of the Change in
Control Payment shall be equal to two hundred percent (200%) of the Employee’s
Base Compensation, as in effect on the date of the Change in Control.



          (e) Incentive Programs. If, during the term of this Agreement, a Change
in Control occurs, the Employee shall become fully vested in all awards
heretofore or hereafter granted to him under all incentive compensation,
deferred compensation, bonus, stock option, stock appreciation rights,
restricted stock, phantom stock or similar plans maintained by URS, except if
and to the extent specifically provided to the contrary under the terms of any
such plan or any specific grant or award made to the Employee under any such
plan.



          (f) No Mitigation. The Employee shall not be required to mitigate the
amount of any payment or benefit contemplated by this Section 6 (whether by
seeking new employment or in any other manner), nor shall any such payment or
benefit be reduced by earnings or benefits that the Employee may receive from
any other source.





	 	7.	 	OTHER TERMINATIONS OF EMPLOYMENT.





          (a) Severance Payment and Severance Benefits. In the event that, during
the term of this Agreement the Company terminates the Employee’s employment for
any reason other than Cause or Disability or the Employee voluntarily resigns
his employment for Good Reason within one (1) month of the occurrence of the
event constituting Good Reason and Section 6 does not apply, then:



               (i) The Company shall pay an amount (“Severance Payment”) in installments
(or a lump sum if the Company so elects), as provided below, equal in the
aggregate to one hundred percent (100%) of the Employee’s Base Compensation as
in effect on the date of employment termination. If the Severance Payment is
paid in installments, it shall be paid at the same rate and in accordance with
the same schedule as Base Compensation would have been paid had employment
continued until the Severance Payment has been made in full; provided, however,
at its election the Company may at any time pay any remainder of the Severance
Payment in a lump sum. The Severance Payment shall be paid commencing not more
than five (5) business days following the effective date of the Employee’s
release as described in Section 8 below. In addition, at the time of the
employment termination, the Company shall pay to the Employee all accrued and
unpaid vacation.



               (ii) For the period of one (1) year following such termination, the
Company shall (i) reimburse the Employee for dental and health insurance
premiums required to be paid by the Employee for such one (1) year period to
obtain COBRA continuation coverage within the meaning of Section 4980B(f)(2) of
the Internal Revenue Code of 1986, as amended (the “Code”), provided the
Employee elects such continuation coverage, and (ii) cause group long-term
disability insurance coverage and basic term life insurance coverage then
provided to the Employee by the Company, if any, to be continued for such one
(1) year period (or, if such



5.








 







coverage cannot be continued or can only be continued at a cost to the
Company greater than the Company would have incurred absent such termination,
then, at the Company’s election, the Company may either provide such long-term
disability or term life insurance as may be available at no greater cost than
one hundred fifty percent (150%) of what the Company would have incurred absent
such termination or pay to the Employee one hundred fifty percent (150%) of the
amount of premiums the Company would have incurred to continue such coverage
absent such termination) (payments and benefits under this Subdivision (ii) of
Section 7(a), collectively “Severance Benefits”).



          (b) Termination of Severance Benefits. All Severance Benefits shall be
discontinued completely as of the date when the Employee returns to employment
or self-employment, whether full- or part-time, with an entity that offers any
group health insurance coverage to its employees or independent contractors,
regardless of whether such coverage is equivalent to the insurance coverage
contemplated by the Severance Benefits.



          (c) No Mitigation. The Employee shall not be required to mitigate the
amount of any payment or benefit contemplated by this Section 7, nor shall any
such payment or benefit be reduced by earnings or benefits that the Employee
may receive from any other source.





	 	8.	 	CHANGE IN CONTROL PAYMENT, SEVERANCE PAYMENT AND SEVERANCE
BENEFITS CONDITIONED UPON EXECUTION OF EFFECTIVE RELEASE OF CLAIMS.





     Notwithstanding any of the foregoing to the contrary, in no event shall
the Company be required to make any payment or provide any benefit pursuant to
Section 6 or 7 above (except for payments of accrued and unpaid vacation)
unless and until the Employee executes and delivers to the Company a General
Release in the form of Exhibit A, and such release becomes effective in
accordance with its terms; provided, however, that pending such execution and
delivery of such a release by the Employee, the Company will advance for the
account of the Employee premiums required to be paid during the period during
which the effectiveness of the release is pending if necessary to avoid lapse
with respect to the Employee within such period of a group dental, health or
disability policy to which Severance Benefits provided under Subdivision (ii)
of Section 7(a) relate, which advance shall be repaid by the Employee upon
expiration of (i) the period during which the Employee is permitted to consider
whether to execute the release (if the Employee does not execute the release)
or (ii) the period during which the effectiveness of the release is pending (if
the Employee executes the release).





	 	9.	 	CERTAIN ADDITIONAL PAYMENTS.





     If any payments, distributions or other benefits by or from the Company to
or for the benefit of the Employee (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payment required under this Section
9) (collectively, the “Payment”) would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties are incurred by the
Employee with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
“Excise Tax”), then the Employee shall



6.








 







be entitled to receive from the Company an additional payment (a
“Gross-Up Payment”) in an amount such that after payment by the Employee of all
taxes (including, without limitation, any income and employment taxes and any
interest and penalties imposed with respect thereto) and the Excise Tax imposed
upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payment. All calculations
required by this Section 9 shall be performed by the independent auditors
retained by URS Delaware most recently prior to the Change in Control (the
“Auditors”), based on information supplied by the Company and the Employee, and
shall be final and binding on the Company and the Employee. All fees and
expenses of the Auditors shall be paid by the Company.





	 	10.	 	NONDISCLOSURE.





     During the term of this Agreement and thereafter, the Employee shall not,
without the prior written consent of the Chief Executive Officer or his
designee or the Board, disclose or use for any purpose (except in the course of
his employment under this Agreement and in furtherance of the business of URS)
confidential information or proprietary data of URS, except as required by
applicable law or legal process, in which case promptly and before disclosure
the Employee shall give notice to the Company of any such requirement or
process; provided, however, that confidential information shall not include
any information available from another source on a nonconfidential basis, known
generally to the public, or ascertainable from public or published information
(other than as a result of unauthorized disclosure by the Employee) or any
information of a type not otherwise considered confidential by persons engaged
in the same business as, or a business similar to, that conducted by URS. The
Employee agrees to deliver to the Company at the termination of his employment,
or at any other time the Company may request, all memoranda, notes, plans,
records, reports and other documents or electronic information (and copies
thereof) relating to the business of URS, which he may then possess or have
under his control. Nothing in this Section 10 or elsewhere in this Agreement
shall be deemed to waive, or to permit or authorize the Employee to take any
action which waives or could have the consequence of waiving, the
attorney-client privilege, the work product doctrine or any other privilege or
doctrine with respect to any information in the possession of the Employee or
any communication between the Employee and URS or any of its directors,
officers, employees, agents or other representatives.





	 	11.	 	MISCELLANEOUS PROVISIONS.





          (a) Successors. Subject to Section 11(j) below and provided that the
Employee may not delegate his duties hereunder without the consent of the
Board, this Agreement and all rights hereunder shall inure to the benefit of,
and be enforceable by, the parties’ successors, assigns, personal or legal
representatives, executors, administrators, heirs, distributees, devisees and
legatees.



          (b) Notice. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered, when mailed by U.S. registered mail (return receipt
requested and postage prepaid), or when telecopied. In the case of the
Employee, mailed notices shall be addressed to him at the home address which he
most recently communicated to the Company in writing for income tax



7.








 







withholding purposes or by notice given pursuant to this Section 11(b).
In the case of the Company, mailed notices shall be addressed to the corporate
headquarters of URS Delaware as reflected in its most recent Report on Form
10-Q or Form 10-K filed with the U.S. Securities and Exchange Commission,
directed to the attention of its Secretary. Telecopied notices shall be sent
to such telephone number as the Company and the Employee may specify for this
purpose.



          (c) Waiver. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing
and signed by the Employee and by an authorized officer of the Company (other
than the Employee). No waiver by either party of any breach of, or of
compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of
the same condition or provision at another time.



          (d) Whole Agreement. No agreements, representations or understandings
(whether oral or written and whether express or implied) which are not
expressly set forth in this Agreement have been made or entered into by either
party with respect to the subject matter hereof. Effective as of the date
hereof, this Agreement amends, restates and supersedes the Prior Agreement and
any other prior employment agreements and severance agreements between the
parties, any other URS Entity, and their respective predecessors.



          (e) Withholding. All payments made under this Agreement shall be subject
to reduction to reflect taxes required to be withheld by law. The Employee
hereby declares under penalty of perjury that his Social Security Number is
   . To the extent permitted by applicable law, the Company
shall also be entitled to withhold from or offset against any payments under
this Agreement any amounts owed by the Employee (whether or not liquidated) to
the Company or any other URS Entity.



          (f) Certain Reductions and Offsets. Notwithstanding any other provision
of this Agreement to the contrary, any payments or benefits under this
Agreement shall be reduced by any severance payments and benefits payable by
URS to the Employee under any policy, plan, program or arrangement, including,
without limitation, any contract between the Employee and URS.



          (g) Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the internal laws of the
State of California, without regard to where the Employee has his residence or
principal office or where he performs his duties hereunder.



          (h) Severability. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision hereof, which shall remain in full force and effect.



          (i) Arbitration. Except as otherwise provided in Section 9, and except
for any action by the Company seeking injunctive relief against the Employee,
any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, or the Employee’s employment with the Company or the terms and
conditions or termination thereof, or any action



8.








 







or omission of any kind whatsoever in the course of or connected in any
way with any relations between URS and the Employee, including without
limitation all claims encompassed within the scope of the form of General
Release attached to this Agreement as Exhibit A, shall be finally settled by
binding arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The
arbitration shall be administered by the San Francisco, California regional
office of such Association and shall be conducted at the San Francisco,
California offices of such Association or at such other location in San
Francisco, California as such Association may designate. All fees and expenses
of the arbitrator and such Association shall be paid by the Company. The
Company and the Employee acknowledge and agree that any and all rights they may
have to resolve their claims by a jury trial are hereby expressly waived.



          (j) No Assignment. The rights of any person to payments or benefits under
this Agreement shall not be made subject to option or assignment, either by
voluntary or involuntary assignment or by operation of law, including (without
limitation) bankruptcy, garnishment, attachment or other creditor’s process,
and any action in violation of this Section 11(j) shall be void.



     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.


	 	 	 	 	 
	 	 	 
	 	     /s/ Randall A. Wotring
 	 
	 	RANDALL A. WOTRING 	 
	 	Date: November 19, 2004 	 
	 
	 	EG&G TECHNICAL SERVICES, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Joseph Masters
 	 
	 	 	Name:  	Joseph Masters 	 
	 	 	Title:  	Vice President and General Counsel	 
	 	 	Date:  	November 19, 2004 	 
	 





9








 





EXHIBIT A




GENERAL RELEASE

(INDIVIDUAL TERMINATION)




     This General Release (“Release”) is executed and delivered by RANDALL A.
WOTRING (“Employee”) to and for the benefit of URS Corporation, a Delaware
corporation, and any parent, subsidiary or affiliated corporation or related
entity of URS Corporation (collectively, “Company”).



     In consideration of certain payments and benefits which Employee will
receive following termination of employment pursuant to the terms of the
Employment Agreement entered into as of November 19, 2004, between Employee and
Company (the “Agreement”), the sufficiency of which Employee hereby
acknowledges, Employee hereby agrees not to sue and fully, finally, completely
and generally releases, absolves and discharges Company, its predecessors,
successors, subsidiaries, parents, related companies and business concerns,
affiliates, partners, trustees, directors, officers, agents, attorneys,
servants, representatives and employees, past and present, and each of them
(hereinafter collectively referred to as “Releasees”) from any and all claims,
demands, liens, agreements, contracts, covenants, actions, suits, causes of
action, grievances, arbitrations, unfair labor practice charges, wages,
vacation payments, severance payments, obligations, commissions, overtime
payments, workers compensation claims, debts, profit sharing or bonus claims,
expenses, damages, judgments, orders and/or liabilities of whatever kind or
nature in law, equity or otherwise, whether known or unknown to Employee which
Employee now owns or holds or has at any time owned or held as against
Releasees, or any of them through the date Employee executes this Release
(“Claims”), including specifically but not exclusively and without limiting the
generality of the foregoing, any and all Claims arising out of or in any way
connected to Employee’s employment with or separation of employment from
Company including any Claims based on contract, tort, wrongful discharge,
fraud, breach of fiduciary duty, attorneys’ fees and costs, discrimination in
employment, any and all acts or omissions in contravention of any federal or
state laws or statutes (including, but not limited to, federal or state
securities laws, any deceptive trade practices act or any similar act in any
other state and the Racketeer Influenced and Corrupt Organizations Act), and
any right to recovery based on state or federal age, sex, pregnancy, race,
color, national origin, marital status, religion, veteran status, disability,
sexual orientation, medical condition, union affiliation or other
anti-discrimination laws, including, without limitation, Title VII, the Age
Discrimination in Employment Act, the Americans with Disabilities Act, the
National Labor Relations Act, the California Fair Employment and Housing Act,
and any similar act in effect in any jurisdiction applicable to Employee or
Company, all as amended, whether such claim be based upon an action filed by
Employee or by a governmental agency.



     During the time Employee is entitled to any Change in Control Payment,
Severance Payment or Severance Benefits, as defined and provided in Sections 6
and 7 of the Agreement, Employee agrees (i) to assist, as reasonably requested
by Company, in the transition of Employee’s responsibilities and (ii) not to
solicit any employee of Company to terminate or cease employment with Company.
Without superseding any other agreements, including the Agreement, and
obligations Employee has with respect thereto, (i) Employee agrees not to



1.








 







divulge any information that might be of a confidential or proprietary
nature relative to Company, and (ii) Employee agrees to keep confidential all
information contained in this Release (except to the extent (A) Company
consents in writing to disclosure, (B) Employee is required by process of law
to make such disclosure and Employee promptly notifies Company of receipt by
Employee of such process, or (C) such information previously shall have become
publicly available other than by breach hereof on the part of Employee).



     Employee acknowledges and agrees that neither anything in this Release nor
the offer, execution, delivery, or acceptance thereof shall be construed as an
admission by Company of any kind, and this Release shall not be admissible as
evidence in any proceeding except to enforce this Release.



     It is the intention of Employee in executing this instrument that it shall
be effective as a bar to each and every claim, demand, grievance and cause of
action hereinabove specified. In furtherance of this intention, Employee hereby
expressly consents that this Release shall be given full force and effect
according to each and all of its express terms and provisions, including those
relating to unknown and unsuspected claims, demands, grievances and causes of
action, if any, as well as those relating to any other claims, demands,
grievances and causes of action hereinabove specified, and elects to assume all
risks for claims, demands, grievances and causes of action that now exist in
Employee’s favor, known or unknown, that are released under this Release.
Employee acknowledges Employee may hereafter discover facts different from, or
in addition to, those Employee now knows or believes to be true with respect to
the claims, demands, liens, agreements, contracts, covenants, actions, suits,
causes of action, wages, obligations, debts, expenses, damages, judgments,
orders and liabilities herein released, and agrees the release herein shall be
and remain in effect in all respects as a complete and general release as to
all matters released herein, notwithstanding any such different or additional
facts.



     If any provision of this Release or application thereof is held invalid,
the invalidity shall not affect other provisions or applications of the Release
which can be given effect without the invalid provision or application. To this
end, the provisions of this Release are severable.



     Employee represents and warrants that Employee has not heretofore assigned
or transferred or purported to assign or transfer to any person, firm or
corporation any claim, demand, right, damage, liability, debt, account, action,
cause of action, or any other matter herein released.



     Employee represents that he is not aware of any claims other than the
claims that are released by this instrument. Employee acknowledges that he is
familiar with the provisions of California Civil Code Section 1542, which
states as follows:



A general release does not extend to claims which the
creditor does not know or suspect to exist in his
favor at the time of executing the release, which if
known by him must have materially affected his
settlement with the debtor.



2.








 






     Employee, being aware of such Code section, agrees to waive any rights he may
have thereunder, as well as under any other statute or common law principle of
similar effect.



NOTICE TO EMPLOYEE




     The law requires that Employee be advised and Company hereby advises
Employee in writing to consult with an attorney and discuss this Release before
executing it. Employee acknowledges Company has provided to Employee at least
twenty-one (21) calendar days (forty-five (45) calendar days, in the case of a
group termination) within which to review and consider this Release before
signing it.



     Should Employee decide not to use the full twenty-one (21) or forty-five
(45) days, as applicable, then Employee knowingly and voluntarily waives any
claims that Employee was not in fact given that period of time or did not use
the entire twenty-one (21) or forty-five (45) days to consult an attorney
and/or consider this Release. Employee acknowledges that Employee may revoke
this Release for up to seven (7) calendar days following Employee’s execution
of this Release and that it shall not become effective or enforceable until
such revocation period has expired. Employee further acknowledges and agrees
that such revocation must be in writing and delivered to Company in accordance
with Section 11(b) of the Agreement and must be received by Company as so
addressed not later than midnight on the seventh (7th) day following Employee’s
execution of this Release. If Employee so revokes this Release, the Release
shall not be effective or enforceable and Employee will not receive the monies
and benefits described above. If Employee does not revoke this Release in the
time frame specified above, the Release shall become effective at 12:00:01 A.M.
on the eighth (8th) day after it is signed by Employee.



     In the case of a group termination, the law requires that Employee be
provided a detailed list of the job titles and ages of all employees who were
terminated in the group termination and the ages of all employees of the
Company in the same job classification or organizational unit who were not
terminated. Employee acknowledges that Employee has been provided with this
information.



PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A

GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.




     I have read and understood the foregoing General Release, have been
advised to and have had the opportunity to discuss it with anyone I desire,
including an attorney of my own choice, and I accept and agree to its terms,
acknowledge receipt of a copy of the same and the sufficiency of the monies and
benefits described above, and hereby execute this Release voluntarily and with
full understanding of its consequences.


	 	 	 	 	 
	 	 	 
	Dated:                                       	By:  	 	 
	 	 	RANDALL A. WOTRING 	 
	 	 	 	 
	 





3.