Unassociated Document


    Exhibit
10.32

     

    AGREEMENT

     

    Agreement
made as of the 1st day of January 2010 (the “Execution Date”) by and between
Icahn Enterprises LP, Icahn Capital, L.P. (the “Employer”), and Keith Meister
(the “Employee”).  The obligations of the Employer hereunder shall be
joint and several obligations of the Employer and Icahn Enterprises
L.P.  Unless otherwise defined herein (including in Section 14 hereof)
a capitalized term used herein shall have the meaning attributed to it in the
Prior Employment Agreement (as defined below), or in the Letter (as defined in
Section 14 thereto).

     

    RECITALS:

     

    Employee
was a party to a series of agreements with Carl C. Icahn and his Affiliates
including the following:  An Agreement dated as of December 31, 2004,
which was subsequently amended pursuant to Amendment No. 1 effective as of
January 1, 2006, letter agreements dated June 1, 2005, March 14, 2006, April 11,
2006, February 1, 2007 and April 19, 2007, an Amendment in Relation to
Management Fee Participation dated August 8, 2007, an Amendment to Agreement
dated December 31, 2004 which is dated January 1, 2008 (the “Special Profits
Amendment”) an Amendment in Relation to Section 409A of The Internal Revenue
Code dated December, 2008 (the “Section 409A Amendment”), an Agreement made as
of the 1st day of
June 2009 (the “June 2009 Agreement”) and various agreements of partnership and
limited partnerships (all of the foregoing together with all other partnership,
limited liability company and other agreements relating to the employment and
other service relationship of Employee with any of the Icahn Group (other than
any confidentiality agreement or indemnity agreement) collectively, the “Prior
Employment Agreement”).

     

    Pursuant
to the Prior Employment Agreement, Employee was entitled to
receive:  (a) base salary, (b) bonus payments, as well as (c) a
participation (subject in part to vesting) in incentive allocations and (d) an
amount (the “Management Fee
Participation”) equal to a portion of the Management Fees earned by the
Management Company from certain funds to which the Management Company provided
management services, including Icahn Partners LP (“Icahn Partners”), Icahn Fund
Ltd., Icahn Fund II Ltd. and Icahn Fund III Ltd. and, pursuant to the Special
Profits Agreement, certain payments relating to Special Profits Interest
Allocations (as defined in the documents of each applicable Existing
Fund).

     

    Pursuant
to the Prior Employment Agreement, payment of a portion of Employee’s Management
Fee Participation with respect to each of the 2005, 2006 and 2007 calendar years
was deferred and payable, together with hypothetical gains and losses thereon
(collectively, the “Deferred Amounts”) as if invested in the Master Fund, Master
Fund II and Master Fund III (together, the “Master Funds”), on
January 30, 2012, subject to earlier payment upon a Terminating Event, as set
forth in Section 12 and Schedule A of the Prior Employment Agreement as amended
by the Section 409A Amendment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    Pursuant
to a Management Contribution, Assignment and Assumption Agreement dated as of
August 8, 2007 between Icahn Management LP (the “Management Company”) and Icahn
Capital Management LP, the Management Company assigned to Icahn Capital
Management LP, effective as of August 8, 2007, all of its right, title and
interest in the Prior Employment Agreement, and Icahn Capital Management LP
assumed and agreed to perform the liabilities and obligations of the Management
Company under the Prior Employment Agreement, other than liabilities and
obligations arising prior to August 8, 2007, including the liabilities and
obligations of the Management Company arising prior to August 8, 2007 with
respect to Employee’s deferred Management Fee Participation (all such
obligations arising prior to August 8, 2007, including those relating to the
portion of such Management Fee Participation arising prior to August 8, 2007,
the “Retained Obligations”).  Such obligations of Icahn Capital
Management LP were assumed by Employer.

     

    The
purpose of this Agreement is to terminate in all respects the Prior Employment
Agreement (while preserving, as set forth herein, only the rights of
Employee in the Deferred Amounts) and to set forth a new arrangement between
Icahn Enterprises, certain of its subsidiaries, and Employee.

     

    NOW
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, desiring to be legally bound, hereby agree as
follows:

     

    1.           Termination
of Prior Employment Agreements.    The rights of
Employee under the Prior Employment Agreement (other than with respect to
Deferred Amounts) were substantially terminated pursuant to Section 1 of the
June 2009 Agreement.  Effective as of the Execution Date, the Prior
Employment Agreement (including the June 2009 Agreement and any rights of
Employee under the Prior Employment Agreement not previously terminated) (other
than Employee’s right to payment of the Deferred Amounts, as set forth in
Section 2(a)  and 12 below and Exhibit B) is hereby terminated in all
respects and shall be null and void and have no further force or effect and all
rights and interests of the parties thereunder are hereby terminated and the
rights and interests of the Employee in all payments, Profit Participation,
interests in any partnership, limited liability company or other entity
contemplated in the Prior Employment Agreement or relating thereto, are hereby
extinguished in all respects.

     

    2.           Deferred Management Fees/No
Other Rights.

     

    (a)           Deferred Management
Fees.  The aggregate value of the Deferred Amounts of the
Management Fee Participation in which Employee has an interest under the Prior
Employment Agreement equals $4,586,759.19 as of December 31, 2009 (of which as
of December 31, 2009, $4,145,583.60 is attributable to Retained Obligations and
$441,175.59 is attributable to management fees accruing on or after August 8,
2007) and Employee is, and shall be deemed to be, 100% vested in such
amounts.  The Deferred Amounts shall continue to be deferred in
accordance with the terms of the Prior Employment Agreement, as memorialized in
Exhibit B to the Letter (“Exhibit B”), and the right of Employee in such
Deferred Amounts, and any right to receive payment thereof, shall be governed
exclusively by the terms of this Section 2(a) and Section 12 of this Agreement
and the terms of Exhibit B.  Until the payment of such Deferred
Amounts, such amounts shall continue to be indexed to the return of the Master
Fund, Master Fund II and Master Fund III, as applicable (or in certain
circumstances U.S. Treasury obligations) as set forth on Exhibit B.

     

    
      
        
        

      

      
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    (b)           No Other
Rights.        Employee
acknowledges and agrees that except for: (i) his right to receive the payments
set forth above in Section 2(a): (ii) his right under any indemnity agreement or
obligation; and (iii) the other rights of Employee expressly set forth in this
Agreement, Employee has no other contracts, agreements, rights, partnership or
membership interests, profit rights or participations, or claims, against or
relating to, any of the members of the Icahn Group or any of their respective
officers, directors, employees, agents or representatives of any kind or
character, direct or indirect and any and all such contracts, agreements,
rights, partnership or membership interests, profit rights or participations,
and claims, if any, are hereby terminated, waived and released in all
respect.  In particular Employee is not entitled to any base salary or
bonus, and is not entitled to receive any payment or compensation other than as
expressly set forth in this Agreement.

     

    (c)           Survival.  The
rights and obligations of Employee and Employer under this Section 2 will
survive any cessation of Employee’s employment for any reason or no reason and
the provision of Section 7 of this Agreement shall not apply to this Section 2
in any respect.

     

    3.           Employment/Title/Benefits.  Subject to the
terms of this Agreement, Employer hereby employs Employee to perform the duties
described in Section 4(b) below, and Employee hereby accepts such
employment.  Employee’s title shall be Senior Managing Director of
Employer and of the Existing Funds.  Employee will, unless otherwise
requested in writing by Employer, continue to serve as Vice Chairman of the
Board of Directors of Icahn Enterprises G.P. Inc. and Principal Executive
Officer of Icahn Enterprises G.P. Inc.  Until such time as Employee is
no longer employed by Employer hereunder, Employee shall be entitled to paid
vacation annually in accordance with the policies of the Employer and shall
participate in all welfare benefit programs and plans (health care and the like)
for which he is eligible, which are made available to all
executives.  Employee will pay that portion of health insurance costs
for himself and his family, that would typically be paid by an employee of
Employer at the highest employee contribution level (currently approximately
$4,500 per year for the plan that Employee and his family participate
in).

     

    4.           Term and
Duties.

     

    (a)           Term.  The
term of employment will begin on the Execution Date and will end at 11:59 P.M.
on December 31, 2011 unless such employment ceases earlier for any reason (see
Section 7) (whether (i) terminated for Cause; (ii) terminated without Cause;
(iii) due to death or disability; or (iv) by action of Employee such as
resignation or retirement).  For all purposes under this Agreement
“Term” shall mean the period beginning on the Execution Date and continuing
through the last day of Employee’s employment hereunder.

     

    
      
        
        

      

      
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    (b)           Duties.  Employee
shall be employed to act as a senior executive officer to provide the types of
services he has previously provided during his employment under the Prior
Employment Agreement to any member of the Icahn Group as may be requested by
Carl C. Icahn or the Board of Icahn Enterprises G.P. Inc. including but not
limited to:  (i)  providing, performing and reviewing
equity, debt, credit, transaction and investment analysis and research; (ii)
providing advice and performing duties regarding structuring, financing and
conduct of  business and activities; (iii) engaging in raising funds
and conducting ongoing investor relations; and (iv) otherwise providing his
expertise in connection with investment, business and financing and investor
relations activities; and (v) serving as an officer, or director (or in similar
capacity) of entities that may hereafter be specified by Carl C. Icahn or the
Board of Directors of Icahn Enterprises G.P., in a manner consistent with past
practice.

     

    (c)           So
long as Employee remains employed by any member of the Icahn Group and at all
times thereafter Employee agrees that he will (i) not resign as a director of
any public corporation on whose board he is currently serving or on which,
during his employment hereunder he begins to serve at the request of Carl C.
Icahn or at the request of any person or entity included in the Icahn Group, and
that he will continue to accept ongoing appointments and election to such boards
for a period of 2 years following the last day of his employment by any person
or entity included in the Icahn Group; and (b) resign from any such positions
within five (5) business days following the request of Employer that he do
so.

     

    5.           Profit
Sharing.         Subject to
the terms and provisions of this Agreement, if Employee continues to be employed
by Employer under this Agreement through 11:59 pm on December 31, 2011 (or as
provided in Section 7(b) below), then Employee shall be entitled to a one-time
payment to be paid within 30 days following December 31, 2011 (or as provided in
Section 7(b) below), in an amount equal to 1.25% of the “Icahn Excess
Profits”.

     

    “Icahn
Excess Profits” means the amount by which: (i) the net profits of Icahn
Enterprises Holding LP and its subsidiaries (other than those subsidiaries which
are not wholly-owned directly or indirectly by Icahn Enterprises Holdings LP),
as determined by International Fund Services (or any successor fund
administrator) on up to $2 billion of their investments as a limited partner in
the Existing Funds, exceed (ii) a return
of 8% per annum (compounded annually)on their investments of up to $2 billion in
the Existing Funds as such investments vary from time to time; but only on investments
made and net profits obtained during the period from January 1, 2010 through
11:59 p.m. on December 31, 2011 (or as provided in Section 7
(b)).  Such net profit will only be measured on December 31, 2011 (or
as provided in Section 7(b)).

     

    
      
        
        

      

      
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    For
purposes of this Section 5, the “investments” of Icahn Enterprises Holding LP
and its subsidiaries (other than those subsidiaries which are not wholly-owned
directly or indirectly by Icahn Enterprises Holdings LP) as limited partners in
the Existing Funds will begin at the amount of their capital accounts as limited
partners in the Existing Funds on January 1, 2010 (which was $1,737,736,989 as
of January 1, 2010) and will increase as new capital is contributed and be
reduced as capital is withdrawn (but in no event will “investments” be deemed to
exceed $2 billion).  For example, as of February 1, 2010 Icahn
Enterprises Holdings LP and its subsidiaries invested an additional $250,000,000
in the Existing Funds.  So their “investment” would be $1,737,736,989
as of January 1, 2010 through February 1, 2010 and $1,987,736,989 beginning on
February 1, 2010.  To facilitate the calculation of the above,
Employer will seek to maintain the “investments” to which this Section 5 is
applicable in separate capital accounts or tranches.  At the request
of Employee, from time to time, he will be entitled to receive from Employer a
calculation of the above, as of a recent date, it being understood and agreed
that Employee will only be entitled to receive a payment under this Section 5 if
he remains employed hereunder through 11:59 P.M. on December 31, 2011 and then
only on the final amount of profit (taking into account all gains and losses)
from January 1, 2010 through December 31, 2011 (or as provided in Section 7
(b)).  For the avoidance of doubt, accumulated profits is not an
“investment” as contemplated above.

     

    6.           Profit
Participation/Existing
Funds.         Subject to
all of the terms and provisions of this Agreement, if Employee continues to be
employed by Employer under this Agreement on the dates referred to in clauses
(x) and (y) below (or as provided in Section 7 (b) below with respect to (y)
below) then the Employee shall be entitled to be paid by
Employer:  (i) an amount equal to 7% of the Target Special Profits
Interests Amounts (as defined in the applicable limited partnership agreements
of each of Icahn Partners and each Master Fund) of the limited partners in each
Existing Fund minus $122,500 per quarter (provided that any portion of such
$122,500 not applied in any quarter may be carried forward and applied to reduce
amounts otherwise payable to Employee in respect of another quarter pursuant to
this Section 6(i)); and (ii) an amount equal to 7% of the Incentive Allocations,
made by each Existing Fund, in each case only with respect to Target Special
Profits Interests Amounts accrued and Incentive Allocations allocated, on and
after January 1, 2010 and prior to the last day of the employment of Employee
hereunder (or, with respect only to clause (ii) above, as provided in Section
7(b) below), which amounts will be paid to Employee, as follows:

     

    
      	
               
      

            	
              (x)

            	
              with
      respect to Target Special Profits Interests Amounts of the limited
      partners in each Existing Fund, such amounts shall be paid to Employee in
      advance on the first day of each calendar quarter (but only through
      any such first day of a quarter day occurring prior to the last day of
      Employee’s employment hereunder) beginning with January 1, 2010 (provided
      that the payment with respect to January 1, 2010 (and any future period,
      until fully applied) will be reduced by the $335,255.49 paid to Employee
      in January and February 2010 relating to 2010);
  and

            


    

     

    
      	
               
      

            	
              (y)

            	
              with
      respect to Incentive Allocations, such amounts shall be paid to Employee
      only when such Incentive Allocations are in fact allocated to the capital
      account of the general partner of the applicable Existing Fund (and only if such
      allocation occurs on or prior to the last day of Employees employment
      hereunder) (or as provided in Section 7(b)
  below).

            


    

     

    
      
        
        

      

      
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    7.           Termination.

     

    (a)           Power of
Termination.  The Employer may terminate the employment of
Employee under this Agreement at any time, with Cause, or in the sole and
absolute discretion of Employer, without Cause.  “Cause” shall mean
any of the following:(a) conviction of any crime (other than traffic violations
and similar minor infractions of law); (b) failure to follow the lawful
directions given by Employer to Employee or the written policies or procedures
adopted by the Employer from time to time that are made available to Employee;
(c) failure to come to work on a full-time basis, other than on holidays,
vacation days, sick days, or other days off under Employer's business policies;
(d) impairment due to alcoholism, drug addiction or similar matters; and (e) a
material breach of this Agreement, including, without limitation, any breach of
Section 9 or 11 hereof. Prior to termination for “Cause” as a result of failure
as contemplated in clause (b) or (c) above, Employee shall be given notice of
his activity giving rise to such failure and will have 3 business days to
correct such activity; provided that
Employer shall only be required to provide notice under this sentence one time
during any calendar year.

     

    (b)         Termination
Without Cause/Permitted Resignation/Death/Disability.  In the
event of the cessation of Employee’s employment under this Agreement due to any
of the following:

     

    
      	
               
      

            	
              (i)

            	
              the
      employment of Employee is terminated by Employer without Cause;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Employee
      resigns by means of a Permitted Resignation (as defined in Section 11
      below); or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      employment of Employee is terminated due to Employee’s death or disability
      (as contemplated in Section 7(e))
or;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              termination
      of the Term as a result of the continuance of the employment of Employee
      hereunder through 11:59 P.M. on December 31,
  2011,

            


    

     

    then the
Employee will be paid within thirty (30) days following such cessation of
employment, the compensation contemplated in Sections 5 and 6 (ii) through the
last day of Employee’s employment hereunder, assuming, at the time of cessation
of such employment a hypothetical termination of the Existing Funds on the last
day of Employee’s employment hereunder.

     

    In the
event that any valuation or calculation on a hypothetical termination of a fund
is required to be made at any time, then all amounts payable to Employee at that
time will be based upon a good faith valuation made by the Employer calculated
in a manner consistent in all material respects with the valuation methods
applied to the Existing Funds in past periods for purposes of the conduct of the
business of the Existing Funds.

     

    
      
        
        

      

      
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    (c)           Other
Termination.  In the event of:  (x) a voluntary
termination (including by resignation) of employment by Employee (which shall
not be deemed to include a Permitted Resignation) prior to 11:59 P.M. on
December 31, 2011; or (y) termination by Employer for Cause, then Employee shall
receive no payment or compensation of any kind whether pursuant to Sections 5 or
6, other than any payment under Section 6(x) that is past due but not paid as of
the date of such cessation of the employment of Employee.

     

    (d)           Release/Notice by
Employer.  As a condition to payment of the amounts
contemplated in clause (b) or (c) above Employer must receive from Employee a
release in the form of Exhibit 1 hereto and the same shall have become fully
effective and non-revocable.  Within five (5) business days following
the cessation of the employment of Employee hereunder (including the occurrence
of December 31, 2011 as the last day of the Term) Employer will provide written
notice to Employee informing him of the requirement to provide the release
contemplated in this Section 7(d).

     

    (e)           Disability.  For
purposes of this Agreement, disability shall be deemed to occur only if so declared
in a written notice by Employer to Employee, following illness or injury to
Employee that results in Employee being unable to perform his duties hereunder
at the offices of Employer for a period of 30 consecutive business days or for
45 business days during any 60 business-day period.

     

    (f)           No Other Rights of
Employee.  In the event of the cessation of the employment of
the Employee for any reason or no reason whether as contemplated in clauses (b)
and (c) above or otherwise, the Employee shall cease to have any right to cash
compensation or any other payment or consideration or any other rights other
than: (i) as expressly set forth
in this Section 7; and (ii) as expressly set forth in Section 2.  To
the extent that any provision of this Agreement may result in any duplication of
any calculation, allocation, payment or amount, such consequence is not intended
and no such duplicate amount shall be included in any calculation, allocation,
payment or amount.

     

    (g)           Resignation.  Employee
may resign from his employment hereunder (but will remain subject to applicable
terms of this Agreement, including, without limitation, Sections 1, 2, 4(c), 7,
8, 9, 10, 11 and 12 hereof). Any such resignation will not be on less than four
(4) weeks prior written notice to Employer.

     

    8.           Representations
and Warranties.  Employee represents as follows:

     

    (a)           To
the best of his knowledge, except as known to Employer, he is not a party to, or
involved in, or under investigation in, any pending or threatened litigation,
proceeding or investigation of any governmental body or authority or any private
person, corporation or other entity.

     

    (b)           Employee
has never been suspended, censured or otherwise subjected to any disciplinary
action or other proceeding by any State, other governmental entities, agencies
or self-regulatory organizations.

     

    
      
        
        

      

      
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    (c)           Employee
is not subject to any restriction whatsoever which would cause him to not be
able fully to fulfill his duties under this Agreement.

     

    9.           Confidential
Information.  During the term of this Agreement and at all
times thereafter, Employee shall hold in a fiduciary capacity for the benefit of
the Existing Funds and Employer, and their respective Affiliates all secret or
confidential information, knowledge or data, including without limitation trade
secrets, investments, contemplated investments, business opportunities,
valuation models and methodologies, relating to the business of the Existing
Funds, Employer, or their respective Affiliates, and their respective
businesses:  (i) obtained by Employee during Employee’s employment
hereunder and during his previous employment with any of the foregoing persons
or entities and (ii) not otherwise in the public domain (all of the foregoing
“Confidential Information”).  Employee shall not, without prior
written consent of the Employer (which may be granted or withheld in its sole
and absolute discretion provided that Employee shall be permitted to use
Confidential Information in connection with the performance of his duties with
the Employer and its Affiliates without being required to obtain the written
consent of Employer), communicate or divulge any of the types of information
described in the two previous sentences, knowledge or data to anyone other than
the Existing Funds, Employer and their respective Affiliate and those designated
by Employer, except to the extent compelled pursuant to the order of a court or
other body having jurisdiction over such matter or based upon the advice of his
counsel that such disclosure is legally required; provided, however, that
Employee will assist Employer at Employer expense, in obtaining a protective
order, other appropriate remedy or other reliable assurance that confidential
treatment will be accorded such information so disclosed pursuant to the terms
of this Agreement.

     

    All
processes, technologies, investments, contemplated investments, business
opportunities, valuation models and methodologies, and inventions (collectively,
“Inventions”), including without limitation new contributions, improvements,
ideas, business plans, discoveries, trademarks and trade names, conceived,
developed, invented, made or found by Employee, alone or with others, during the
period the Employee is employed hereunder, whether or not patentable and whether
or not on the Employer’s time or with the use of its facilities or materials,
shall be the property of Employer or its designee, and shall be promptly and
fully disclosed by Employee to Employer.  Employee shall perform all
necessary acts (including, without limitation, executing and delivering any
confirmatory assignments, documents, or instruments requested by Employer) to
vest title to any such Invention in Employer or in any person designated by
Employer and to enable such person, at its expense, to secure and maintain
domestic and/or foreign patents or any other rights for such
Inventions.

     

    
      
        
        

      

      
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    Without
limiting anything contained above, Employee agrees and acknowledges that all
personal and not otherwise public information about the Existing Funds,
Employer, and their respective Affiliates, including, without limitation, their
respective investments, investors, transactions, historical performance, and all
information regarding or concerning Carl Icahn, Mr. Icahn’s family and employees
of the Existing Funds, Employer and their respective Affiliates, shall
constitute Confidential Information for purposes of this
Agreement.  In no event shall Employee during or after his employment
hereunder, disparage the Existing Funds, Employer, Mr. Icahn, his family
members, their respective Affiliates or any of their respective officers,
directors or employees.  Employee further agrees not to write a book
or article about Mr. Icahn or Mr. Icahn’s family members in any media and not to
publish or cause to be published in any media, any Confidential Information, and
further agrees to keep confidential and not to disclose to any third party,
including, but not limited to, newspapers, authors, publicists, journalists,
bloggers, gossip columnists, producers, directors, media personalities, and the
like, any Confidential Information.

       

    Any
reference above to “Affiliates” shall include, without limitation, all persons
and entities that are included in the Icahn Group, in each case, on the date
hereof and from time to time.

     

    10.         Remedy
for Breach.  Employee
hereby acknowledges that the provisions of Sections 9 and 11 of this Agreement
are reasonable and necessary for the protection of the Icahn Group and Mr.
Icahn’s family members and are not unduly burdensome to Employee, and the
Employee also acknowledges such obligations under such
covenants.  Employee further acknowledges that the Icahn Group and Mr.
Icahn’s family members will be irreparably harmed if such covenants are not
specifically enforced.  Accordingly, Employee agrees that, in addition
to any other relief to which the Employer may be entitled, including claims for
damages, each of the persons and entities that are included in the Icahn Group
and Mr. Icahn’s family members shall be entitled to seek and obtain injunctive
relief (without the requirement of any bond) from a court of competent
jurisdiction for the purpose of restraining Employee from an actual or
threatened breach of such covenants.

     

    11.         Competitive
Services.  During the period that Employee is employed under
this Agreement and for a period of one (1) year after Employee ceases to be
employed under this Agreement for any reason including, but not limited to, the
expiration of the term of employment hereunder, Employee will not:

     

    
      	
               
      

            	
              (i)

            	
              invest
      in, participate in, engage in the business of investing, managing, raising
      or pooling, of cash or other assets for investment in private or public
      debt or equity, either individually or with any person, entity, venture,
      vehicle, limited liability company, business, fund, partnership,
      corporation, agency, proprietorship or any other enterprise (whether or
      not conducted for profit) (each a “Covered Business”) or group of
      Affiliated Covered Businesses (including, without limitation, any hedge
      fund, mutual fund, investment company, managed account, fund of funds or
      other vehicles for the investment or management of money or assets),
      whether for his own account or with, for or on behalf of any Covered
      Business in any capacity, directly indirectly, whether as an individual,
      investor, stockholder, partner, owner, equity owner, lender, agent,
      trustee, consultant, employee, advisor, manager, franchisee or in any
      other relationship or capacity, and will not enter into the employ of such
      Covered Business, render any services to such Covered Business, raise
      capital for such Covered Business, or otherwise become interested in or
      aid, represent or assist such Covered Business directly or indirectly in
      any manner; provided, however, that the provisions in this Section 11(i)
      shall not be deemed to preclude Employee, after cessation of his
      employment under this Agreement, from acquiring securities of any Covered
      Business solely as a passive investment which may be engaged in activities
      competitive with the investment or investment management business of the
      Icahn Group so long as such securities do not, in the aggregate,
      constitute more than one percent (1%) of any class or series of
      outstanding securities of such corporation or entity and the securities of
      such entity are:  (i) registered under Section 11 of the
      Securities Exchange Act of 1934; or (ii) are purchased without reduction
      or waiver of management fees, incentive allocations or other costs and
      reflect solely the proportionate economic interests of the Employee based
      only upon his invested capital on a pro rata
  basis.

            


    

     

    
      
        
        

      

      
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    The
preceding paragraph of this Section 11(i) shall not be applicable if the
employment of Employee ceases as the result of:  (x) termination by
Employer without Cause; or (y) Employee’s written resignation (a “Permitted
Resignation”) delivered by hand to Carl C. Icahn within 10 business days
following an Uncured Employer Breach.  An “Uncured Employer Breach”
shall mean and be limited to, the failure of any of Employer to make any payment
expressly required to be made under the terms of this Agreement or any amendment
hereto, if such failure continues for 15 business days following written notice
detailing the amount and circumstances of such failure given personally by hand
by the Employee to Carl C. Icahn, provided that if such failure is the result of
a dispute with respect to such payment then such failure shall not constitute or
be deemed to constitute an “Uncured Employer Breach”, in which event the first
paragraph of this Section 11(i) shall continue to be applicable in full force
and effect and no Permitted Resignation shall be deemed to have
occurred.

     

    
      	
               
      

            	
              (ii)

            	
              The
      Employee acknowledges and agrees that the Icahn Group has a worldwide
      reputation and operates on a worldwide basis and that the scope of this
      covenant will and is intended to prohibit his activities as set forth
      above throughout the world.  The Employee acknowledges and
      agrees that the provisions of Section 11(i) are fair and reasonable and
      necessary to protect the business, reputation, goodwill and franchise of
      the Icahn Group.  Employee acknowledges that, in light of the
      significant compensation of Employee, Employee is voluntarily entering
      into this provision and is well able to comply with its provisions without
      hardship.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    12.         Miscellaneous.

     

    
      	
               
      

            	
              (i)

            	
              Amendments and
      Waivers.  No provisions of this Agreement may be amended,
      modified, waived or discharged except as agreed to in writing by Employee
      and Employer.  The failure of a party to insist upon strict
      adherence to any term or provision of this Agreement on any occasion shall
      not be considered a waiver thereof or deprive that party of the right
      thereafter to insist upon strict adherence to that term or provision or
      any other term or provision of this Agreement.  Notwithstanding
      anything herein to the contrary, the Employer may amend this Agreement
      (and such amendment shall be binding upon Employee) at any time,
      retroactively or otherwise, without Employee’s consent, to comply with
      Section 409A of the Code and the Regulations
      thereunder.  Employer will take such actions as Employer
      considers reasonable (without any obligation to pay money) in order to
      help mitigate the adverse effect of any such
  amendment.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Governing
      Law.  This Agreement shall be governed by and construed
      in accordance with the laws of the State of New York applicable to
      agreements made and/or to be performed in that State, without regard to
      any choice of law provisions thereof.  All disputes arising out
      of or related to this Agreement shall be submitted to the state and
      federal courts of New York, and each party irrevocably consents to such
      personal jurisdiction and waives all objections thereto, but does so only
      for the purposes of this Agreement.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Severability.  If
      any provision of this Agreement is invalid or unenforceable, the balance
      of this Agreement shall remain in
effect.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Judicial
      Modification.  If any court determines that any of the
      covenants in Section 11 or any part of any of them, is invalid or
      unenforceable, the remainder of such covenants and parts thereof shall not
      thereby be affected and shall be given full effect, without regard to the
      invalid portion.  If any court determines that any of such
      covenants, or any part thereof, is invalid or unenforceable because of the
      geographic or temporal scope of such provision, such court or arbitrator
      shall reduce such scope to the extent necessary to make such covenants
      valid and enforceable.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (v)

            	
              Successors; Binding
      Agreement.  This Agreement shall inure to the benefit of
      and be binding upon the successors and assigns of the
      Employer.  Employee may not sell, convey, assign, transfer or
      otherwise dispose of, directly or indirectly, any of the rights, claims,
      powers or interest established hereunder or under any related agreements
      or documents (including, without limitation, any Profit Participation or
      partnership or membership interest) other than with the prior written
      consent (which may be granted or withheld in their sole and absolute
      discretion) of the Employer provided that the same may, upon the death of
      Employee, be transferred by will or intestate succession, to his estate,
      executors, administrators or heirs, whose rights therein shall for all
      purposes be deemed subject to the terms of this
  Agreement.

            


    

     

    Notwithstanding
any provision to the contrary herein, no provision in this Agreement shall
create or be construed to create any claim, right or cause of action against the
Employer or advisors arising from any diminution in value in connection with any
failure to generate, obtain or charge any fee, return, profit or Incentive
Allocation for any reason or no reason, including any waiver or reduction of the
same or failure to make any investment, for any reason or no
reason.  Employer and its affiliate shall have no duty or obligation
of any kind or charter to make, hold or continue any investment in the Existing
Funds.  Employee acknowledges that Employer and its relevant
affiliates could, for example, in their sole and absolute discretion, freely
reduce such investment to $0, thereby eliminating any further opportunity for
Employee profit sharing under Section 5.

     

    
      	
               
      

            	
              (vi)

            	
              Taxes.  All
      payments to Employee shall be subject to applicable deductions, payroll
      and withholdings taxes, to the extent required by law, as determined by
      Employer.

            


    

     

    
      	
               
      

            	
              (vii)

            	
              No Assignment of
      Deferred Compensation.  The right of the Employee to the
      Deferred Amounts and to any other amounts payable hereunder that
      constitute nonqualified deferred compensation subject to Code Section 409A
      shall in no event be assigned, transferred, pledged or encumbered by
      Employee, and any attempted assignment, transfer, pledge or encumbrance
      shall be null and void.  Such amounts may not be subject to
      seizure for the payment of any debts or judgments against Employee or be
      transferable by operation of law in the event the Employee becomes
      insolvent or bankrupt.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
    

    
      	
               
      

            	
              (viii)

            	
              Unfunded Nature of
      Deferred Compensation.  Title to and beneficial ownership
      of the Deferred Amounts and any other amounts payable hereunder that
      constitute nonqualified deferred compensation subject to Code Section 409A
      shall at all times remain with the Management Company and Employer, as
      applicable, and shall continue for all purposes to be part of the general
      assets of the Management Company or Employer, as
      applicable.  Neither Employee nor any person other than the
      Management Company and Employer shall by virtue of the provisions of this
      Agreement have any property interest whatsoever in any specified assets of
      the Management Company or Employer until such deferred amounts are paid to
      Employee.  Neither the Management Company nor Employer shall be
      required to purchase, hold or dispose of any investments pursuant to this
      Agreement; however, any amount which may be invested under the provisions
      of this Agreement shall continue for all purposes to be a part of their
      general assets and subject to the claims of their respective general
      creditors.  To the extent that Employee acquires a right to
      receive such deferred compensation payments from the Management Company or
      Employer under this Agreement, such right shall be unsecured and unfunded
      and shall be no greater than the right of any unsecured creditor of the
      Management Company or Employer, as
applicable.

            


    

     

    (ix)           Determinations.  Any
calculation, allocation, estimate or other amount to be determined under this
Agreement, or for the purpose of the Agreement, for any period or portion of a
period, and any amount payable or allocable to Employee under this Agreement for
any period or portion of a period, shall be calculated, allocated, estimated or
determined by Employer, whose determination shall be final and binding on all
parties.  If, amounts paid under Sections 5, 6 or 7 are at any time
required to be returned or otherwise paid over to any of the Existing Funds or
their investors or Affiliates, due to any miscalculation, mis-estimation or
other error, then the Employee shall be required (within 180 days following
written notice thereof by Employer) to return, its pro rata share of such
amounts so returned or paid over even if such amounts are returned or paid over
following termination of employment of Employee hereunder and this provision
shall survive any termination or expiration of Employee’s employment
hereunder.

     

    
      	
               
      

            	
              (x)

            	
              409A.  The
      intent of the parties is that payments and benefits under this Agreement
      which are subject to the provisions of Section 409A of the Internal
      Revenue code of 1986, as amended (the “Code”) and the regulations and
      guidance promulgated thereunder (collectively "Code Section 409A") shall
      comply with Code Section 409A and, accordingly, to the maximum extent
      permitted, this Agreement shall be interpreted to be in compliance
      therewith.  If the Employee notifies the Employer (with
      specificity as to the reason therefor) that the Employee believes that any
      provision of this Agreement (or of any award of compensation, including
      equity compensation or benefits) would cause the Employee to incur any
      additional tax or interest under Code Section 409A and the Employer
      concurs with such belief or the Employer (without any obligation
      whatsoever to do so) independently makes such determination, the Employer
      shall, after consulting with the Employee, reform such provision to
      attempt to comply with Code Section 409A through good faith modifications
      to the minimum extent reasonably appropriate to conform with Code Section
      409A.  To the extent that any provision hereof is modified in
      order to comply with Code Section 409A, such modification shall be made in
      good faith and shall, to the maximum extent reasonably possible, maintain
      the original intent and economic benefit to the Employee and the Employer
      of the applicable provision without violating the provisions of Code
      Section 409A.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
    

    A
termination of employment shall not be deemed to have occurred for purposes of
any provision of this Agreement providing for the payment of any amounts or
benefits subject to Code Section 409A upon or following a termination of
employment unless such termination is also a "Separation from Service" as
defined in Exhibit B hereto and, for purposes of any such provision of this
Agreement, references to a "termination," "termination of employment" or like
terms shall mean such "Separation from Service."  If the Employee is
deemed on the date of termination to be a "specified employee" within the
meaning of that term under Code Section 409A(a)(2)(B), then with regard to any
payment or the provision of any benefit that is considered deferred compensation
under Code Section 409A payable on account of a "Separation from
Service,"  no such payment or benefit shall be made or provided prior
to the earlier of (A) the expiration of the six (6)-month period measured from
the date of such "Separation from Service" of the Employee, and (B) the date of
the Employee’s death, to the extent required under Code Section
409A.  Upon the expiration of the foregoing delay period, all payments
and benefits delayed pursuant to this Section 18(x) (whether they would have
otherwise been payable in a single sum or in installments in the absence of such
delay) shall be paid or reimbursed to the Employee in a lump sum, and any
remaining payments and benefits due under this Agreement shall be paid or
provided in accordance with the normal payment dates specified for them
herein.

     

    For
purposes of Code Section 409A, the Employee’s right to receive any installment
payments pursuant to this Agreement shall be treated as a right to receive a
series of separate and distinct payments.  Whenever a payment under
this Agreement specifies a payment period with reference to a number of days,
the actual date of payment within the specified period shall be within the sole
discretion of the Employer.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

      
      

    

    Notwithstanding
any other provision of this Agreement to the contrary, in no event shall any
payment under this Agreement that constitutes "nonqualified deferred
compensation" for purposes of Code Section 409A be subject to offset by any
other amount unless otherwise permitted by Code Section 409A.

     

    
      	
               
      

            	
              (xi)

            	
              Survival.  Sections
      1, 2, 4(c), 7, 8, 9, 10, 11 and 12 of this Agreement shall survive the
      termination of the employment of Employee hereunder and shall be and
      remain fully effective in accordance with their
  terms.

            


    

     

    
      	
               
      

            	
              (xii)

            	
              No Continuation of
      Agreement.  Following the termination of the Term
      Employee will not be deemed to be employed under this Agreement, even if
      the employment of Employee with Employer or its Affiliates
      continues.

            


    

     

    13.         Other.

     

    (a)           Employee
shall follow all written policies and procedures and written compliance manuals
adopted by or in respect of any or all of Employer and its Affiliates that have
been delivered to Employee, including, without limitation, those applicable to
investments by employees. In addition, Employee shall not, personally or on
behalf of any other person or entity, invest in or provide advice with respect
to, any investment made or actively being considered by Employer or its
Affiliates, unless disclosed to Employer in writing by Employee and approved in
writing by Employer which approval may be granted or withheld by them in their
sole and absolute discretion, and which approval, if granted, may be with
limitations, including on the amount of any investment which Employee may make
at any time or from time to time and may impose restrictions on the sale of any
such investment.

     

    (b)           Employee
agrees to provide to Employer a written list of all existing investments of
Employee, directly or indirectly.

     

    14.        Definitions.

     

    “Affiliate” and
“Control” shall have the meanings set forth in Rule 405 of Regulation C
of the Securities Act of 1933, as amended.

     

    “Associate” shall have
the meaning set forth in Rule 14a-1 promulgated under the Securities Exchange
Act of 1934.

     

    “Existing Funds” means
Icahn Partners and the Master Funds.

     

    “Icahn Group” means
Mr. Icahn and his Affiliates (including those now or hereafter his Affiliates)
including, without limitation, Icahn Enterprises and all of its Affiliates),
individually and collectively.

     

    “Letter” a notarized
letter from Employee to Employer dated May 21, 2009.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
    

    “Related Persons”
means Carl C. Icahn, his Affiliates and Associates, or any of their respective
officers, directors, agents, employees or family members, including all natural
persons, and all entities, corporations, limited liability companies, trusts,
partnership and other business vehicles.

     

    “Term” shall mean the
period commencing on the Execution Date hereof and shall end on the earlier of
(i) such date as Employee is no longer employed by Employer, or (ii) 11:59 P.M.
on December 31, 2011.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    In
WITNESS WHEREOF, undersigned have executed this Employment Agreement as of
January 1, 2010.

     

    
      
        
          
            
              
                
                  
                    	
                            EMPLOYEE

                          	 
	 
      	 
	 
      	 
	
                            Keith
      Meister

                          	 
	 
      	 
	
                            Icahn
      Enterprises L.P.

                          	 
	
                            By:

                          	 
      	 
	
                            Name:  

                          	 
      	 
	
                            Title:

                          	 
      	 
	 
      	 
      	 
	
                            EMPLOYER

                          	 
	 
      	 
	
                            Icahn
      Capital LP.

                          	 
	
                            By:

                          	 
      	 
	
                            Name:

                          	 
      	 
	
                            Title:

                          	 
      	 


                  

                

              

            

          

        

      

    

    


    The
undersigned acknowledges that they shall continue to be responsible for the
payment and performance of the Retained Obligations (all of which shall be
deemed to be 100% vested as of the date hereof) as contemplated in Section 2
above.

    


    
      
        
          
            
              
                
                  
                    	
                            Icahn
      Management LP.

                          	 
	
                            By:

                          	 
      	 
	
                            Name:

                          	 
      	 
	
                            Date:

                          	 
      	 
	 
      	 
      	 
	 
      	 
	
                            Carl
      C. Icahn

                          	 


                  

                

              

            

          

        

      

    

    


    [Signature
Page to Employment
Agreement with Keith Meister dated January 1, 2010 –– Summary on
following page]


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    High Level
Summary

     

    Part
I.                   Payments.

    
    

    
      
        	 	
                · 

              	Base
      Salary and Bonus:  $0.00;
	 	 	 
	
                 
      

              	
                ·

              	
                Continue
      deferral of deferred management fees from 2005, 2006 and 2007, which are
      payable at end of deferral period or
  termination.

              


      

    

    
    

    Part
II.                  1.25% profit
sharing.

     

    Employee
shall be entitled to a one-time payment on
December 31, 2011 (or as provided below on termination of employment in certain
circumstances) of 1.25% of:  The amount by which (i) the profits of
Icahn Enterprise Holding LP on up to $2 billion of their investments from 1/1/10
until 12/31/11 as a limited partner in the Existing Funds, exceed (ii) a return
of 8% per annum, compounded annually, on such investment.  Such profit
will only be
measured on December 31, 2011.

     

    Part
III.              Ongoing Payments in Respect
of Existing Hedge Funds.

     

    
      	
               
      

            	
              ·

            	
              So
      long as employment continues, Employee is paid quarterly 7% participation
      in Target Special Interests Amounts under the existing hedge funds
      (payable as accrued even if the fund does not have profits) (reduced by
      $122,500 per quarter); and

            


    

     

    
      	
               
      

            	
              ·

            	
              So
      long as employment continues (or as provided below on termination of
      employment in certain circumstances), Employee is paid 7% of Incentive
      Allocations made by the existing hedge
funds.

            


    

     

    Termination.

     

    
      	
               
      

            	
              ·

            	
              In
      the event of termination: (i) without cause or (ii) due to death,
      disability or (iii) due to resignation because Employer does not pay
      required payments unless disputed by Employer, or (iv) upon the 12/31/11
      end date, then Employee is paid as if the Existing Funds terminated on
      that date (both as to the “1.25% profit participation” and as to “7%
      Incentive Allocations”).

            


    

     

    
      	
               
      

            	
              ·

            	
              If
      Employee resigns or is terminated for cause, Employee is paid nothing
      except his existing rights under Section 2 to deferred compensation for
      deferred management fees from 2005, 2006 and
  2007.

            


    

     

    Part
IV.                Non-compete.

     

    
      	
               
      

            	
              ·

            	
              Non-compete
      for a period of 1 year after end of employment, unless terminated without
      “cause”, or due to resignation because Employer does not pay required
      payments unless disputed by
Employer.

            


    

     

    Part
V.                 Term.

     

    
      	
               
      

            	
              ·

            	
              Employment
      and Term ceases on 12/31/11 (or earlier as per
  agreement).

            


    

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    [FORM
OF RELEASE]

     

    Exhibit
1

     

    GENERAL RELEASE OF ALL
CLAIMS

     

    This
General Release of All Claims (the “General Release”)
dated as of ________ __, 20__ is made by the undersigned employee (“Employee”)
under the Employment Agreement by and between Icahn Capital, L.P. Inc.
(“Employer” or the “Company”) and
Employee and dated as of January 1, 2010 (the “Employment
Agreement”) for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged.  Unless otherwise defined
herein, the terms defined in the Employment Agreement shall have the same
defined meaning in this General Release.

     

    1.           Employee,
for himself, his spouse, heirs, administrators, children, representatives,
executors, successors, assigns, and all other persons claiming through Employee,
if any (collectively, “Releasers”), does
hereby release, waive, and forever discharge the Employer and the Employer’s
Affiliates and Associates and their respective former, present or future
subsidiaries, parents, affiliates and related organizations, and its and their
employees, beneficial owners, officers, directors, equity holders, attorneys,
successors and assigns as well as all Related Persons (collectively, the “Releasees”) from, and
does fully waive any obligations of Releasees to Releasers for, any and all
liability, actions, charges, causes of action, demands, damages, or claims for
relief, remuneration, sums of money, accounts or expenses (including, without
limitation, attorneys’ fees and costs) of any kind whatsoever, whether known or
unknown or contingent or absolute, which heretofore has been or may have been
suffered or sustained, directly or indirectly, by Releasers in consequence of,
arising out of, or in any way relating to Employee’s employment with the Company
(whether pursuant to the Employment Agreement or otherwise) or any of its
affiliates and the termination of Employee’s employment.  The
foregoing release, discharge and waiver includes, but is not limited to, all
claims, and any obligations or causes of action arising from such claims, under
common or statutory law including, without limitation, any state or federal
discrimination, fair employment practices or any other employment-related
statute or regulation (as they may have been amended through the date of this
General Release) prohibiting discrimination or harassment based upon any
protected status including, without limitation, race, color, religion, national
origin, age, gender, marital status, disability, handicap, veteran status or
sexual orientation.  Without limitation, specifically included in this
paragraph are any claims arising under the Federal Rehabilitation Act of 1973,
Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as
amended by the Civil Rights Act of 1991, the Equal Pay Act, the Americans With
Disabilities Act, the National Labor Relations Act, Employee Retirement Income
Security Act of 1974, the Family Medical Leave Act of 1993, the Consolidated
Omnibus Budget Reconciliation Act of 1985, and any similar state statutes (all
as amended).  The foregoing release and discharge also expressly
includes, without limitation, any claims under any state or federal common law
theory, including, without limitation, wrongful or retaliatory discharge, breach
of express or implied contract, promissory estoppel, unjust enrichment, breach
of covenant of good faith and fair dealing, violation of public policy,
defamation, interference with contractual relations, intentional or negligent
infliction of emotional distress, invasion of privacy, misrepresentation,
deceit, fraud or negligence, claims for alleged physical or personal injury,
emotional distress relating to or arising out of Employee’s employment with the
Company or the termination of that employment; and any claims under the WARN Act
or any similar law, which requires, among other things, that advance notice be
given of certain work force reductions.  All of the claims,
liabilities, actions, charges, causes of action, demands, damages, remuneration,
sums of money, accounts or expenses described in this Section 1 shall be
described, collectively as the “Released
Claims”. Employee waives Employee’s right to any monetary recovery
should any agency (such as the Equal Employment Opportunity Commission) pursue
any claims on Employee’s behalf.  Nothing in this General Release
shall be deemed to waive Employee’s right to file a charge with or participate
in any investigation or proceeding conducted by the U.S. Equal Employment
Opportunity Commission or other government agency, except that even if Employee
files a charge or participates in such an investigation or proceeding, Employee
will not be able to recover damages or equitable relief of any kind from the
Releasees with respect to the Released Claims.

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

      
      

    

    2.           Excluded
from this General Release are the following:  (i) claims and rights
that arise after the date Employee signs this General Release; (ii) any claims
for payments to which Employee is entitled under the express language of
Sections 2 and 7 of the Employment Agreement; (iii) claims for vested employee
benefits (e.g., medical claims and 401(k) benefits); and (iv) claims for
indemnity or contribution.

    


    3.           Any
unresolved dispute arising out of this General Release shall be litigated in any
court of competent jurisdiction in the Borough of Manhattan in New York City;
provided that the Company may elect to pursue a court action to seek injunctive
relief in any court of competent jurisdiction to terminate the violation of its
proprietary rights, including but not limited to trade secrets, copyrights or
trademarks and to protect any Confidential Information.  Each party
shall pay its own costs and fees in connection with any litigation
hereunder.

    


    4.           Employee
acknowledges and recites that:

    


    (a)           Employee
has executed this General Release knowingly and voluntarily;

    


    (b)           Employee
has read and understands this General Release in its entirety;

    


    (c)           Employee
has been advised and directed orally and in writing (and this subparagraph (c)
constitutes such written direction) to seek legal counsel and any other advice
he wishes with respect to the terms of this General Release before executing
it;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (d)           Employee’s
execution of this General Release has not been forced by any employee or agent
of the Company, and Employee has had an opportunity to negotiate about the terms
of this General Release and that the agreements and obligations herein are made
voluntarily, knowingly and without duress, and that neither the Company nor its
agents have made any representation inconsistent with the General Release;
and

    


    (e)           Employee
has been offered 21 calendar days after receipt of this General Release to
consider its terms before executing it.

    


    5.           This
General Release shall be governed by, and construed in accordance with, the laws
of the United States applicable thereto and the internal laws of the State of
New York, without giving effect to the conflicts of law principles
thereof.

    


    6.           Employee
represents that he has returned all property belonging to the Company required
to be returned under the Employment Agreement including, without limitation,
keys, access cards, computer software and any other equipment or
property.  Employee further represents that he has delivered to the
Company all documents or materials of any nature belonging to it, whether an
original or copies of any kind, including any Confidential
Information, required to be returned under the Employment
Agreement.

    


    7.           Employee
agrees to keep confidential the existence of the Employment Agreement, the
existence of this General Release, as well as all of their terms and conditions
and not to disclose to any person or entity the existence, terms and conditions
of the Employment Agreement or this General Release except as required by law,
to a government agency in connection with any charge or investigation that such
agency is conducting or may conduct and except to his attorney, financial
advisors and/or members of his immediate family provided they agree to keep
confidential the existence, terms and conditions of the Employment Agreement and
this General Release.  In the event that Employee believes that he is
compelled by law to divulge the existence, terms or conditions of the Employment
Agreement or this General Release in a manner prohibited by the following
sentence, he agrees to notify Company (by notifying counsel to the Company) of
the basis for the belief before actually divulging such
information.  Employee hereby confirms that as of the date of signing
this General Release, he has not disclosed the existence, terms or conditions of
the Employment Agreement or this General Release, except as provided for
herein.  Nothing herein shall preclude Employee from providing
truthful information to any government agency concerning this General Release or
his employment in accordance with law.

    


    8.           Employee
shall have seven days from the date he signs this General Release to revoke it
by providing written notice of the revocation to the Employer, in which event
this General Release shall be unenforceable and null and void.  Provided
Employee does not revoke this General Release, it shall become effective on the
eighth day after Employee signs this General Release.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
    

    I,
____________, represent and agree that I have carefully read this General
Release; that I have been given ample opportunity to consult with my legal
counsel or any other party to the extent, if any, that I desire; and that I am
voluntarily signing by my own free act.

    


    PLEASE
READ THIS GENERAL RELEASE CAREFULLY.  IT CONTAINS A RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS.

    
 

    
      
        
          	
                  EMPLOYEE:

                
	 
      
	
                  By:

                	 
      
	
                  Name:  

                	 
      
	
                  Title:

                	 
      
	 
      	 
      
	
                  Date:  ________________,
      200_

                


        

      

    

    
    

    
      
         


      

      
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