Exhibit 10.12


 


Dear
:


 


The
Board of Directors of SureWest Communications (“SureWest”) for and on behalf of
itself and all of its subsidiaries and affiliates has recently approved a
contract to provide enhanced severance payments and benefits to certain SureWest
Executive Vice Presidents and certain other key employees in the event of
certain terminations of employment connected with a change in control of
SureWest.  This Agreement sets forth your
rights and obligations under the Agreement.


 


Payments
and benefits provided by this Agreement are in lieu of any payments or benefits
to which you may be entitled under any other severance program or contract.  Furthermore, this is not a contract of
employment and nothing contained herein shall confer on you any right to be
retained, in any position, as an employee, consultant or officer of SureWest or
any of its affiliates (the “Companies”), and you shall remain an
employee-at-will.


 


1.         Definitions.  As used in this Agreement, the following
terms shall have the meanings set forth below:


 


(a)   “Board” means
the Board of Directors of SureWest.


 


(b)   “Cause” means
your (i) conviction of, or pleading nolo contendere
to, a felony; (ii) conviction of, or pleading nolo
contendere to any misdemeanor involving the purchase or sale or any
security, mail or wire fraud, theft, embezzlement, moral turpitude or property
of the Companies; (iii) material neglect of, willful misconduct in
connection with, or material breach of, your duties to the Companies as an
employee or officer including, without limitation, your obligations to protect
the confidentiality of material non public information that you have obtained
in the course of your employment, as well as your material obligations under
The SureWest Code of Conduct, as may be amended from time to time, and (iv) any
material breach or violation of the Companies’ Code of Ethics.


 


(c)   “Change in
Control” means the first to occur of any one of the following events:


 


(i)                                    any “Person,”
as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”) (other than (A) any of the
Companies, (B) any trustee or other fiduciary holding securities under an
employee benefit plan of any of the Companies, (C) any entity owned,
directly or indirectly, by the stockholders of SureWest in substantially the
same proportions as their ownership of Voting Securities or (D) any
corporation or other entity of which at least a majority of the combined voting
power is owned directly or indirectly by SureWest) is or becomes the “beneficial
owner” (as 


 


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defined in Rule 13d-3 under the Exchange Act), directly or
indirectly (not including any securities acquired directly (or through an
underwriter) from SureWest or the Companies), of  50% or more of SureWest’s then outstanding
securities eligible to vote in the election of the Board (“Voting Securities”);


 


(ii)                                the following
individuals cease for any reason to constitute a majority of the number of
directors then serving on the Board: individuals who, on the date hereof, were
members of the Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of SureWest) whose appointment or election by the Board
or nomination for election by SureWest’s stockholders was approved or
recommended by a vote of a majority of the directors then still in office who
either were directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or recommended;


 


(iii)                             there is
consummated a merger or consolidation of SureWest with any other corporation or
entity or SureWest issues Voting Securities in connection with a merger or
consolidation of any direct or indirect subsidiary of SureWest with any other
corporation, other than (A) a merger or consolidation that would result in
the stockholders of SureWest immediately prior to such merger or consolidation
continuing to own directly or indirectly immediately after such merger or
consolidation more than 50% of SureWest’s then outstanding Voting Securities or
50% of the combined voting power of the surviving or parent entity in such
merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of SureWest (or similar transaction) in which no
Person, directly or indirectly, acquired 50% or more of SureWest’s then
outstanding Voting Securities (not including any securities acquired directly
(or through an underwriter) from SureWest or the Companies); or


 


(iv)                            the
consummation of a plan of complete liquidation of SureWest or the consummation
of the sale or disposition by SureWest of all or substantially all of SureWest’s
assets to an entity, other than a sale or disposition of all or substantially
all of SureWest’s assets to an entity at least 50% of the combined voting power
of the voting securities of which are owned directly or indirectly by (A) stockholders
of SureWest in substantially the same proportions as their ownership of
SureWest immediately prior to such sale or (B) SureWest.


 


(d)         “Disability” shall mean a
disability that would qualify as such under SureWest’s long term disability
plan applicable to you at the time of your termination.


 


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(e)       “Good Reason” means, without
your express consent: (i) material reduction of your authority, duties, or
responsibilities as they existed immediately prior to a Change in Control, (ii) material
reduction of your base salary, annual bonus opportunity or long-term incentive
opportunity as they existed immediately prior to a Change in Control, (iii) any
successor corporation or entity’s refusal to expressly assume the obligations
of the Agreement in connection with a Change in Control as required by Section 7
hereof, or (iv) relocation of your primary work location by more than
fifty (50) miles from SureWest’s headquarters. 
Before “Good Reason” has been deemed to have occurred, you must give
SureWest written notice detailing why you believe a Good Reason event has
occurred and such notice must be provided to SureWest within ninety days of the
initial occurrence of such alleged Good Reason event.  SureWest shall then have thirty days after
its receipt of written notice to cure the item cited in the written notice so
that “Good Reason” will have not formally occurred with respect to the event in
question.  This “Good Reason” definition
is intended to comply with Treasury Regulation Section 1.409A-1(n)(2)(i) and
shall be interpreted accordingly.


 


(f)         “Qualifying Termination”
means a termination of your employment (i) by SureWest other than for
Cause or (ii) by you for Good Reason. 
Termination of your employment on account of death, disability or
retirement shall not be treated as a Qualifying Termination.  In no event will a termination of your
employment by you for Good Reason constitute a Qualifying Termination if it
occurs more than two years following the initial existence of a Good Reason
event.


 


2.             Payments Upon Termination of
Employment following a Change in Control. 
If, within the period beginning (i) on the approval of a
definitive agreement by the Board of Directors of SureWest (the “Board”), which
agreement, if consummated would result in a Change in Control (ii) the
approval by the Board of a transaction or series of transactions, the
consummation of which would result in a Change in Control or (iii) the
public announcement of a tender offer for SureWest’s voting stock, the
completion of which would result in a Change in Control, and ending one (1) year
following a Change in Control, your employment with SureWest terminates
pursuant to a Qualifying Termination, then contingent upon your executing and not
revoking of a release in favor of the Companies substantially in the form
annexed hereto as Exhibit A, you shall be entitled to the following
payments and benefits provided that you execute such release within 45 days
after your Qualifying Termination:


 


(a)   Severance.  On the first day following expiration of the
7 days period to rescind or revoke the release attached as Exhibit A
following your Qualifying Termination, SureWest shall pay you a lump sum cash
payment equal to two times your annual salary at the rate in effect on the date
of your Qualifying Termination.


 


(b)   Incentive
Compensation.  Notwithstanding any
provision of any SureWest plan to the contrary, SureWest shall pay you on the
first day following expiration of the 7 


 


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day period to rescind or revoke the release attached as Exhibit A
following your Qualifying Termination a lump sum cash payment equal to two
times your most recently established annual incentive target award.  In addition, all of your outstanding options
which have not vested as of the date of your Qualifying Termination shall
become immediately vested and remain exercisable for the longer of the period
provided in the applicable award agreement and plan pursuant to which such
options were granted or ninety (90) days, but in no event beyond the Expiration
Date of such option.  Similarly, any
outstanding restricted stock awards, restricted units, performance grants, any
outstanding targeted long term incentive, or any grant to which you are
entitled under any program, plan, contract or arrangement in existence at the
time of your Qualifying Termination, shall become immediately vested and
nonforfeitable whether or not earned as of the date of the Qualifying
Termination.  Other than as provided in
this Section 2(b), options and other equity-based awards shall continue to
be subject to the applicable terms of the applicable plan and the agreements
pursuant to which they were granted.


 


(c)          Health and Welfare Benefits.


 


(i)                                   Provided that
you timely elect continuation coverage (as defined in the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”)) under SureWest’s
medical and dental plans as in effect at the time of your Qualifying
Termination, SureWest shall pay all COBRA premiums for you and your dependents
under such plans (or any successor plans) until the earliest of (x) the
termination of your COBRA termination coverage period, (y) the end of the
24th month following the date of your Qualifying Termination, or (z) the
date you secure subsequent employment with comparable medical and dental
coverage.


 


(ii)                                SureWest shall
continue to provide you, for 24 months following your Qualifying Termination,
with the same level of accident (AD&D) and life insurance benefits upon
substantially the same terms and conditions (including contributions required
by you for such benefits) as existed immediately prior to the date of your
Qualifying Termination (or, if more favorable to you, as such benefits and
terms and conditions existed immediately prior to the Change in Control);
provided, however, that these benefits shall only be provided to the extent
that the aggregate amount of taxable premiums that are paid by SureWest on your
behalf do not exceed the limit set forth in Section 402(g)(1)(B) of
the Internal Revenue Code of 1986, as amended (the “Code”) in effect for year
in which your separation from service (as defined in Section 409A of the
Code) occurs.


 


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(d)  Retirement Benefits.
Your vested accrued benefits under any Retirement Plan shall be distributed in
the time, form and manner as you elect pursuant to the applicable provisions of
such plans.


 


(e)  Outplacement
Services.  SureWest shall provide you
with reasonable outplacement services suitable to your position for a period of
12 months following your Qualifying Termination or, if earlier, until your
first acceptance of an offer of employment.


 


(f)   409A Short-Term
Deferral.  The payments described in
Sections 2(a) and (b) are intended to comply with the short-term
deferral exemption under Section 409A of the Code.  Accordingly, in no event shall such payments
be made later than March 15th following the calendar year in which the
Qualifying Termination occurs.


 


3.             Withholding
Taxes.  SureWest may withhold from all
payments or benefits due to you hereunder or under any other plan or
arrangement of the Companies all taxes which, by applicable federal, state,
local or other law, SureWest determines it is required to withhold therefrom.


 


4.             Parachute
Payment Taxes.  It is the
intention of both you and SureWest that no payments by SureWest to or for the
benefit of you under this Agreement or any other agreement or plan, if any,
pursuant to which you are entitled to receive payments or benefits shall be
nondeductible to SureWest by reason of the operation Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”) relating to parachute
payments or be subject to an excise tax by reasons of Section 4999 of the
Code.  Accordingly, and notwithstanding
any other provision of this Agreement or any such agreement or plan, if by
reasons of the operation of said Section 280G, any payments or benefits
exceed the amount which can be deducted by SureWest, such payments or benefits
shall be reduced to the maximum amount which can be deducted by SureWest.  To the extent that there is more than one
method of reducing the payments or benefits to bring them within the
limitations of said Section 280G, SureWest shall determine which method
shall be followed.


 


5.             Covenant and Conditions.  As a condition precedent to and in
consideration of your receipt of the payments and benefits set forth above:


 


(a)   You agree to
return all property of SureWest.  This
includes (i) all documents, data, materials, details, and copies thereof
in any form (electronic or hard copy) that are the property of SureWest or were
created using SureWest resources or during any hours worked for SureWest
including, without limitation, any data referred to in Section 5(e) and
(ii) all other property of SureWest including, without limitation, all
computer equipment, and associated passwords, property passes, keys, hardware
keys, credit cards, and identification badges.


 


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(b)  You agree that
you shall not directly recruit or solicit any current employee of SureWest to
leave the employ of SureWest for one year following the date of your Qualifying
Termination.  The term “directly” as used
in this Section 5(b) shall mean that you shall not initiate such
discussions with a then current employee of the Companies.


 


(c)   You agree to
cooperate with SureWest and to provide all information that SureWest may
hereafter reasonably request with respect to any matter involving your present
or former relationship with SureWest, the work you have performed, or present
or former employees of SureWest so long as such requests do not unreasonably
interfere with any other job or important personal activity in which you are
engaged.  SureWest agrees to reimburse
you for all reasonable out-of-pocket costs you incur in connection therewith.


 


(d)  You agree that,
with regard to all confidential technical, business, tax, financial or
proprietary knowledge and information you may have obtained while employed by SureWest
(“Proprietary Information”), you will not at any time disclose any such
Proprietary Information to any person, firm, corporation, association,
governmental agency, employee, or entity or use any such Proprietary
Information for your own benefit or for the benefit of any other person, firm,
corporation, or other entity, except SureWest and except as may be required by
court order or subpoena.  You agree to
notify the SureWest Office of General Counsel at the address noted above as
soon as practicable after your receipt of such a court order or subpoena.  For purposes of this Agreement, the term “Proprietary
Information” does not include information that is the public domain. For
purposes of this Agreement, the term “Proprietary Information” shall include,
but not be limited to, non-public aspects of all information about or relating
to SureWest which:


 


(i)            relates to
specific matters such as trade secrets, pricing and advertising techniques or
strategies, research and development activities, software development, market
development, exchange registration, SureWest’s costs, expenses, human resources
or other employment issues, matters relating to pending litigation, any matters
pertaining to pending, past or future mergers, studies, market penetration
plans, listing retention plans and strategies, marketing plans and strategies,
financial information, communication and/or public relations products, plans,
programs, and strategies, financial formulas and methods relating to SureWest’s
business, computer software programs, accounting policies and practices, tax
information, information from and about tax returns, tax strategies, policies
and methods, and all strategic plans or other matters, strategies, and
financial or operating information pertaining to clients, lenders, customers,
counsel, or transactions as they may exist from time to time which you may have
acquired or obtained directly or indirectly by virtue or your employment with SureWest;
and/or,


 


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(ii)           is known to you
from your confidential employment relationship with SureWest.


 


The
information described above shall be presumed to constitute “Proprietary
Information,” except to the extent that the same information: (i) was
known to you prior to your employment with SureWest as evidenced by written
records in your possession prior to such disclosure; (ii) was lawfully
disclosed to you following the end of your employment with SureWest by a third
party under no obligation of confidentiality; or (iii) is generally known
and available to all persons in the securities industry.


 


(e)   You agree that
you shall not issue, circulate, publish or utter any false or disparaging,
statement, remarks, opinions or rumors about SureWest or its shareholders unless
giving truthful testimony under subpoena or court order.  Notwithstanding the preceding or any other
provision of this Agreement to the contrary, you may provide truthful
information to any government agency or self-regulatory organization with or
without subpoena or court order.


 


(f)   You agree to
cancel, terminate and rescind any previous contract or agreement which provides
for any benefits on a Change in Control and that your execution of this
Agreement shall effectuate a termination, cancellation and rescinding of such
agreement.


 


6.    Breach
of Agreement.  If you
materially breach or threaten to materially breach this Agreement, including
but not limited to your obligations in Section 5, above and/or commence a
suit or action or complaint in contravention of the release attached as Exhibit A,
you acknowledge that SureWest’s obligation to make the payments and/or provide
the benefits referred to above shall immediately cease, and that SureWest shall
have, in addition to all other rights or remedies provided in law or in equity
by reason of your material breach, the right to seek the return of all payments
and benefits paid pursuant to this Agreement unless prohibited by applicable
law or regulation.  You specifically
agree and acknowledge that SureWest, after affording you reasonable, written
notice of the material breach or threatened material breach of this Agreement
and of the reasonable opportunity to cure, has the right to cease performing
their obligations under this Agreement in advance of any determination of
material breach by a court of competent jurisdiction.  If SureWest ceases performing its obligations
due to such material breach or threatened material breach and a court of
competent jurisdiction later determines that such action was without right, SureWest
agrees to pay you all monies thus withheld plus simple interest at the prime
rate in effect at the time the payments ceased and your reasonable costs and
expenses incurred in such action (including attorney fees) and performing their
obligations due to such material breach or threatened material breach and a
court of competent jurisdiction later determines that a breach occurred and
that such action was thus appropriate and permitted under this Agreement, you
agree to pay, in addition to such other costs as court may direct, all of
SureWest’s reasonable costs and expenses, including attorney’s fees, unless
prohibited by applicable law or regulation.


 


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7.    Binding
Agreement; Successors.  SureWest
shall require any successor, whether direct or indirect, by purchase, merger,
consolidation or otherwise, to all or substantially all of the business and/or
assets of SureWest, by written agreement to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that SureWest
would be required to perform it if no such succession had taken place.  This Agreement shall inure to the benefit of
and be enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributes, devisees and legatees.  If you die while any amounts would be payable
to you hereunder had you continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement
to such person or persons appointed in writing by you to receive such amounts
or, if no person is so appointed, to your estate.


 


8.    Governing
Law and Miscellaneous.  The
law of the State of California shall govern this Agreement without given effect
to its conflict of law principles. 
Should a court of competent jurisdiction find that any provision of this
Agreement is void, voidable, illegal, or unenforceable, no other provision
shall be affected thereby and the balance shall be interpreted in a manner that
gives effect to the intent of the parties. 
The parties agree that the normal rule of construction that holds
that all ambiguities are construed against the drafting party will not apply to
the interpretation of this Agreement. 
You and SureWest acknowledge that this, along with the release attached
as Exhibit A, and any award agreements you entered into under the Equity
Plan, is our entire agreement.  We
further acknowledge that the headings in this Agreement are for convenience
only and have no bearing on the meaning of this Agreement.


 


9.    Section 409A.  This
Agreement is intended to comply with the applicable requirements of Section 409A
and shall be limited, construed and interpreted in a manner so as to comply
therewith.  Notwithstanding the
foregoing, SureWest agrees to consent to any amendments that are reasonably
necessary or advisable to comply with Section 409A or an exemption
therefrom.


 


10.  Term.  This agreement shall terminate three years
after the date of execution except on occurrence of a Change in Control or an
event described in Section 2 above, in which event, the Agreement shall
expire on the later of (i) three years; (2) termination of an event
described in Section 2 which, if consummated, would result in a Change in
Control or; (iii) one year following a Change in Control.


 


Please
sign and date this Agreement, retain a copy for your records and return the
signed original to Darla Yetter.


 


	
  Sincerely,

  
	
   

  
	
   

  	
   

  



 


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Agreed
and Acknowledged:


 


	
  /s/
  Fred A Arcuri

  	
   

  
	
   

  	
   

  
	
  /s/
  Scott K Barber

  	
   

  
	
   

  	
   

  
	
  /s/
  Dan T Bessey

  	
   

  
	
   

  	
   

  
	
  /s/
  Bill DeMuth

  	
   

  
	
   

  	
   

  
	
  /s/
  Timothy J Dotson

  	
   

  
	
   

  	
   

  
	
  /s/
  Peter Chase Drozdoff

  	
   

  
	
   

  	
   

  
	
  /s/
  Ken Johnson

  	
   

  
	
   

  	
   

  
	
  /s/
  Lee Scott Sommers

  	
   

  
	
   

  	
   

  
	
  /s/
  Thomas Villa

  	
   

  
	
   

  	
   

  
	
  /s/
  Darla J Yetter

  	
   

  
	
   

  	
   

  
	
  /s/
  Marsha Young

  	
   

  



 


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EXHIBIT A


 


GENERAL RELEASE AND COVENANT NOT TO SUE


 


Reference
is made to that certain Change in Control Agreement (the “CIC Agreement”)
entered into as of                           ,
by and between SureWest and you (“Employee”). 
Capitalized terms not defined herein shall have the meaning ascribed to
such terms in the CIC Agreement.


 


FOR GOOD AND VALUABLE CONSIDERATION, as set forth
in the CIC Agreement (which is incorporated herein by reference as if set forth
fully herein and made a part hereof), the receipt, sufficiency and adequacy of
which is hereby acknowledged by Employee’s signature below, Employee agrees as
follows:


 


1.           Acknowledgement
and Release.  Employee on
behalf of Employee and Employee’s heirs, successors and assigns, hereby fully
and completely releases and waives any and all claims, complaints, causes of
action or demands of whatever kind which Employee has or may have against
SureWest (the “Company”) its predecessors, successors, current and former
parent entities, owners, shareholders, subsidiaries and affiliates and all
officers, employees, board members and agents of those persons and companies
(the “Released Parties”), arising out of any employment or other matters
between Employee and the Company and/or its subsidiaries or affiliates
occurring prior to Employee’s execution of this release (“Release”) other than
claims Employee may have (i) under the CIC Agreement by and between
Employee and the Company, dated [DATE], (ii) under any other written
agreement between Employee and the Company and/or its subsidiaries or
affiliates or (iii) claims for vested benefits accrued under any employee
benefit plan of the Company or its subsidiaries or affiliates.  Notwithstanding anything herein to the
contrary, Employee does not release and discharge the Company from any claims,
rights, demands, actions, obligations and causes of action arising from or in
any way connected with Employee’s rights to receive indemnification from the
Company and/or its subsidiaries or affiliates, whether pursuant to applicable
law or contract, for acts, events, or omissions arising during the term of
Employee’s employment or service with the Company.


 


Employee
understands and agrees that this Release is a full and complete waiver of all
claims including, without limitation, claims to attorneys’ fees and costs,
claims of wrongful discharge, constructive discharge, breach of contract,
breach of the covenant of good faith and fair dealing, harassment, retaliation,
discrimination, violation of public policy, defamation, invasion of privacy,
interference with a leave of absence, personal injury or emotional distress and
claims under Title VII of the Civil Rights Act of 1964, the Fair Labor
Standards Act, the Equal Pay Act of 1963, the Americans With Disabilities Act,
the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967
(ADEA), as amended by Older Workers Benefit Protection Act of 1990, the
California Labor Code, the California Fair Employment and Housing Act, the
California Family Rights Act, the Family Medical Leave Act, the Employee
Retirement Income Security Act of 1974,the National Labor Relations Act or any
other federal or state law or 


 


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regulation
relating to employment or employment discrimination.  Employee further understands and agrees that
this waiver includes all claims, known and unknown, to the greatest extent
permitted by applicable law.


 


Employee also hereby agrees that nothing contained in
this Release shall constitute or be treated as an admission of liability or
wrongdoing by the parties.


 


In addition, Employee hereby expressly waives any and
all rights and benefits conferred upon Employee by the provisions of Section 1542
of the Civil Code of the State of California, which states as follows:


 


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


 


2.           Covenant
Not to Sue.


 


(a)          To the fullest extent
permitted by law, except as set forth in Sections 2(b) and (c) below,
at no time subsequent to the date this Release becomes effective shall Employee
pursue or prosecute (or cause or knowingly permit the pursuit or prosecution
of) any claim released under this Release (a “Released Claim”) in (1) any
state, federal or foreign court, (2) any local, state, federal or foreign
administrative agency, or (3) any other tribunal.


 


(b)         Section 2(a) shall
not prohibit Employee from filing a charge or complaint with the Equal
Employment Opportunity Commission (“EEOC”) or Department of Fair Employment and
Housing (DFEH) or participating in an investigation or proceeding conducted by
the EEOC or DFEH.  However, Employee
understands and agrees that while Employee may participate in such an
investigation or proceeding, Employee is waiving his right to recover in any
such action Employee might commence or that may be commenced on Employee’s
behalf before the EEOC or DFEH.


 


(c)          Section 2(a) shall
not prohibit Employee from challenging whether any Released Claim covered by
the Age Discrimination in Employment Act of 1967 as amended by the Older
Workers Benefit Protection Act of 1990 was effectively released in accordance
with the requirements of such laws. 
However, Employee understands and agrees that while Employee may
challenge the validity of such release, unless such release is found to be
invalid, Employee is waiving her right to recover with respect to all Released
Claims (including those covered by the Age Discrimination in Employment Act of
1967 as amended by the Older Workers Benefit Protection Act of 1990) under this
Release.


 


(d)         If Employee breaches
the provisions of Section 2(a), Employee will pay for all costs incurred
by the Released Parties, including reasonable attorneys’ fees, in defending
against such claim.


 


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3.           Other
Provisions.


 


(a)           If
any provision of this Release is found to be unenforceable, it shall not affect
the enforceability of the remaining provisions and the court shall enforce all
remaining provisions to the full extent permitted by law.


 


(b)           This
Release constitutes the entire agreement between Employee and the Company with
regard to the subject matter of this Release. 
It supersedes any other agreements, representations or understandings,
whether oral or written and whether express or implied, which relate to the
subject matter of this Release.  Employee
and the Company understand and agree that this Release may be modified only in
a written document signed by Employee and an authorized officer of the Company.


 


(c)           Employee
understands that Employee has the right to consult with an attorney before
signing this Release.  Employee also
understands that, as provided under ADEA, as amended by the Older Workers
Benefit Protection Act of 1990, Employee has at least 21 days after receipt of
this Release to review and consider this Release, discuss it with an attorney
of Employee’s own choosing, and decide to execute it or not execute it.  Employee also understands that Employee may
revoke this Release during a period of seven days after Employee signs it and
that this Release will not become effective for seven days after Employee signs
it (and then only if Employee does not revoke it).  In order to revoke this Release, within seven
days after Employee executes this Release, Employee must deliver to the Company
a letter stating that Employee is revoking it, in which case it will have no
effect.


 


(d)           Employee
agrees not to disclose to others the terms of this Release, except that
Employee may disclose such information to Employee’s spouse and Employee may
disclose such information to Employee’s attorneys or accountants in order for
such attorneys or accountants to render services to Employee related to this
Release.


 


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(e)           Employee
states that before signing this Release, Employee:


 


	
  ·

  	
   

  	
  Has read it,

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  Understands it,

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  Knows that he or she is giving up important rights,

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  Is
  aware of his or her right to consult an attorney before signing it, and

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  Has signed it knowingly and voluntarily.

  



 


 


	
   

  	
  EMPLOYEE

  
	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Fred A Arcuri

  
	
   

  	
   

  
	
   

  	
  /s/
  Scott K Barber

  
	
   

  	
   

  
	
   

  	
  /s/
  Dan T Bessey

  
	
   

  	
   

  
	
   

  	
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  Bill DeMuth

  
	
   

  	
   

  
	
   

  	
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  Timothy J Dotson

  
	
   

  	
   

  
	
   

  	
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  Peter Chase Drozdoff

  
	
   

  	
   

  
	
   

  	
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  Ken Johnson

  
	
   

  	
   

  
	
   

  	
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  Lee Scott Sommers

  
	
   

  	
   

  
	
   

  	
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  Thomas Villa

  
	
   

  	
   

  
	
   

  	
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  Darla J Yetter

  
	
   

  	
   

  
	
   

  	
  /s/
  Marsha Young

  
			



 


 


	
   

  	
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