EX-10.1



 





July 20, 2007




Raymond P. Silcock

1449 Wynkoop Street, Apt. 204

Denver, CO 80202




Dear Raymond:




          UST Inc. (“UST” or the “Company”) is pleased to provide you with this letter agreement (the
“Agreement”). The Board of Directors of UST (the “Board of Directors” or the “Board”) considers it
essential to the best interests of the Company and the interests of UST’s stockholders to foster
the continuous employment of key management personnel. In addition, the Board recognizes that, as
is the case with many publicly held corporations, the possibility of a change in control may exist,
and that the uncertainty and questions which may arise among Company management as a result of the
foregoing may cause the departure or distraction of management to the detriment of the Company and
its stockholders.




          In order to induce you to remain in the employ of the Company, UST agrees that you shall
receive the severance benefits set forth in this Agreement in the event your employment with the
Company is terminated under the circumstances described below either prior to or subsequent to a
“Change in Control” (as defined in Section 2).





	1.	 	Term of Agreement. This Agreement shall commence on August 6, 2007 and end on the
third anniversary of such date; provided, however, that if a Change in
Control, as defined in Section 2, shall have occurred during the term of this Agreement, this
Agreement shall continue in effect for a period of not less than twenty-four (24) months
beyond the month in which such Change in Control occurred. Prior to a Change in Control, in
no event shall the term of this Agreement extend beyond the date on which you cease to be an
officer of the Company or a subsidiary thereof, whether or not you continue to be an employee
of the Company or a subsidiary thereof; provided, however, if you cease to be an officer of
the Company or any subsidiary thereof for Good Reason as defined herein, this Agreement shall
continue in effect for a period of not less than thirty (30) days. You acknowledge and agree
that the non-renewal of the term of this Agreement shall not be considered a termination of
employment hereunder for any purpose, including entitlement to severance payments or any other
benefits provided for herein.
	 
	2.	 	Change in Control. For purposes of this Agreement, a “Change in Control” shall be a
change in control of UST and shall be deemed to have occurred if:




 









 












(A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), other than (1) UST or any of its
subsidiaries, (2) any “person” who on the date hereof is a director or officer of UST, (3)
any trustee or other fiduciary holding securities under an employee benefit plan of UST,
(4) an underwriter temporarily holding securities pursuant to an offering of such
securities, or (5) any corporation owned, directly or indirectly, by the stockholders of
UST in substantially the same proportions as their ownership of stock of UST (a “Person”),
is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act (a
“Beneficial Owner”)), directly or indirectly, of securities of UST (not including in the
securities beneficially owned by such Person any securities acquired directly from UST or
its affiliates) representing 20% or more of the combined voting power of UST’s then
outstanding securities, excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (C)(1) below; or




(B) the following individuals cease for any reason to constitute a majority of the number
of directors of UST then serving: individuals who, on the date hereof, constitute 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 UST) whose appointment or
election by the Board or nomination for election by UST’s stockholders was approved or
recommended by a vote of at least two-thirds (2/3) 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; or




(C) there is consummated a merger or consolidation of UST or any direct or indirect
subsidiary of UST with any other corporation, other than (1) a merger or consolidation
which would result in the voting securities of UST outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary holding securities under
an employee benefit plan of UST or any subsidiary of UST, more than 50% of the combined
voting power of the securities of UST or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (2) a merger or
consolidation effected to implement a recapitalization of UST (or similar transaction) in
which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of UST (not including in the securities Beneficially Owned by such Person any securities
acquired directly from UST or its subsidiaries) representing 20% or more of the combined
voting power of UST’s then outstanding securities; or




(D) the stockholders of UST approve a plan of complete liquidation or dissolution of UST or
there is consummated an agreement for the sale or disposition by UST of all or
substantially all of UST’s assets, other than a sale or disposition by UST



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of all or substantially all of UST’s assets to an entity, more than 50% of the combined
voting power of the voting securities of which are owned by stockholders of UST in
substantially the same proportions as their ownership of UST immediately prior to such
sale.




	3.	 	Termination of Employment.






	 	(a)	 	General. You shall be entitled to the benefits provided in Section 4
upon the termination of your employment during the term of this Agreement prior to a
Change in Control. If any of the events described in Section 2 constituting a Change
in Control shall have occurred, you shall be entitled to the benefits provided in
Section 5 upon the coincident or subsequent termination of your employment during the
term of this Agreement. In the event your employment with the Company is terminated
for any reason prior to a Change in Control and subsequently a Change in Control shall
have occurred, you shall not be entitled to the benefits provided in Section 5, unless
such termination occurs within thirty (30) days prior to a Change in Control and such
termination is by you for Good Reason or the Company without Cause in anticipation or
contemplation of such Change in Control.
	 
	 	(b)	 	Disability. The Company will terminate your employment at the
conclusion of a twelve (12) month period during which you continuously have a General
Disability (as defined below), a Section 409A Disability (as defined below) or both.
In determining whether a disability is continuous for this purpose, a temporary return
to work shall be disregarded (I) in the case of a General Disability, if it would be
disregarded under the Company’s long-term disability plan for salaried employees, and
(II) in the case of a 409A Disability, if it would be disregarded under the Company’s
long-term disability plan for salaried employees and it may be disregarded under
Treasury Regulation §1.409A-3(i)(4).






	 	(i)	 	You will be deemed to have a “General Disability” if, as a
result of your incapacity due to physical or mental illness, you shall have
been absent from the full-time performance of your duties with the Company for
six (6) consecutive months, and within thirty (30) days after written notice
of termination is given you shall not have returned to the full time
performance of your duties.
	 
	 	(ii)	 	You will be deemed to have a “409A Disability” if (A) you are
unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, (B) you are, by reason of any medically determinable physical
or mental




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	 	 	 	impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three (3) months under
an accident and health plan covering Company employees; or (C) you are
determined to be totally disabled by the Social Security Administration.






	 	(c)	 	Cause. The Company may terminate your employment hereunder for Cause.
For purposes of this Agreement, “Cause” shall mean (i) the willful and continuous
failure by you to substantially perform your duties hereunder (other than any such
failure resulting from your incapacity due to physical or mental illness), which
failure is not cured within thirty (30) business days after demand for substantial
performance is delivered by the Company that specifically identifies the manner in
which the Company believes you have willfully and continuously not substantially
performed your duties; (ii) the willful engaging by you in misconduct which is
materially injurious to the Company, monetarily or otherwise (including, but not
limited to, your violation of the Company’s Code of Corporate Responsibility); or
(iii) the commission of an act or omission that constitutes a material breach of this
Agreement (including, but not limited to, the violation of your obligations under
Sections 6, 7 or 8 hereof), which act or omission is not cured within thirty (30)
business days after a notice is delivered by the Company that specifically identifies
the manner in which the Company believes you have materially breached this Agreement.
For purposes of this subsection, no act, or failure to act, on your part shall be
considered “willful” unless done, or omitted to be done, by you not in good faith and
without reasonable belief that your action or omission was legal, compliant with the
Company’s Code of Corporate Responsibility and in the best interest of the Company.
	 
	 	(d)	 	Good Reason. You shall be entitled to terminate your employment for
Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without your
express written consent, (1) the occurrence prior to a Change in Control of any of the
circumstances set forth in paragraphs (i) through (iv) below and (2) the occurrence on
a Change in Control, in contemplation or anticipation of a Change in Control provided
such termination occurs within thirty (30) days prior to the Change in Control, or
following a Change in Control of any of the circumstances set forth in paragraphs (A)
through (H) below, unless, in any case, such circumstances are fully corrected prior
to the Date of Termination specified in Notice of Termination, as defined in Sections
3(f) and 3(g), respectively, given in respect thereof.




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	 	 	 	Good Reason Prior to a Change in Control.






	 	(i)	 	A diminution in title or status as an officer or a material
reduction in your accounting responsibilities such that as a result of such
reduction in accounting responsibilities, you are unable to provide the
certifications or opinions required of a Chief Financial Officer pursuant to
applicable regulations then in affect;
	 
	 	(ii)	 	Other than a Company-wide reduction, a reduction in your
total target compensation as in effect on the date hereof or as the same may
be increased from time to time; provided, however, in no event shall a
reduction in your actual bonus under UST’s Incentive Compensation Plan that is
based on performance against pre-established criteria be considered a
reduction in your target bonus;
	 
	 	(iii)	 	The relocation (except for required travel on the Company’s
business to an extent reasonably consistent with either your present business
travel obligations or changes in the Company’s business) of your principal
place of employment to a location more than fifty (50) miles from the
Company’s principal executive offices in Greenwich, Connecticut or any other
metropolitan area to which the Company’s principal executive offices are
relocated, it being understood that a relocation of
the Company’s principal executive offices that applies to all or substantially
all personnel and not to you alone shall not constitute Good Reason hereunder;
or
	 
	 	(iv)	 	Any purported termination of your employment which is not
effected pursuant to a Notice of Termination satisfying the requirements of
Subsection (f) hereof (and, if applicable, the requirements of Subsection (c)
hereof); for purposes of this Agreement, no such purported termination shall
be effective. Your right to terminate your employment pursuant to this
Subsection (d) shall not be affected by your incapacity due to physical or
mental illness. Your continued employment shall not constitute consent to, or
a waiver of rights with respect to, any circumstance constituting Good Reason
hereunder; provided that the Company’s reassignment of your duties and
responsibilities during a period of your incapacity due to physical or mental
illness shall not under any circumstances constitute Good Reason hereunder.






	 	 	 	Good Reason on or Following a Change in Control.






	 	(A)	 	The assignment to you of any duties inconsistent with the
position in the Company that you held immediately prior to the Change in
Control, or a significant adverse alteration in the nature or status of your
responsibilities, including your reporting responsibilities,




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	 	 	 	from those in effect immediately prior to such change; provided,
however, that no such alteration in your reporting
responsibilities alone shall be considered Good Reason hereunder prior to
the date which is six (6) months following the date of the Change in
Control;
	 
	 	(B)	 	A reduction by the Company in your annual base salary or
target bonus as in effect on the date hereof or as the same may be increased
from time to time (other than reductions similarly affecting all officers of
the Company); provided, however, in no event shall a reduction in your actual
bonus under UST’s Incentive Compensation Plan that is based on performance
against pre-established criteria be considered a reduction in your target
bonus;
	 
	 	(C)	 	The relocation of your principal place of employment to a
location more than fifty (50) miles from the Greenwich, Connecticut
metropolitan area (or, if different, the metropolitan area in which the
Company’s principal executive offices are located immediately prior to the
Change in Control) except for required travel on the Company’s business to an
extent substantially consistent with your present business travel obligations;
	 
	 	(D)	 	The failure by the Company to pay to you any portion of your
current compensation except pursuant to a voluntary deferral by you or an
across-the-board compensation deferral similarly affecting all officers of the
Company and all officers of any person whose actions resulted in a Change in
Control or any person affiliated with the Company or such person, or to pay to
you any portion of an installment of deferred compensation under any deferred
compensation program of the Company, within seven (7) days of the date such
compensation is due;
	 
	 	(E)	 	The failure by the Company to continue in effect any
compensation plan in which you participate immediately prior to the Change in
Control which is material to your total compensation, including but not
limited to the UST Inc. Retirement Income Plan for Salaried Employees, UST
Inc. Employees’ Savings Plan, UST Inc. Officers’ Supplemental Retirement Plan,
UST Inc. Incentive Compensation Plan and the 2005 UST Inc. Long-Term Incentive
Plan, or any substitute plans adopted prior to the Change in Control, unless
an equitable arrangement (embodied in an ongoing substitute or alternative
plan) has been made with respect to such plan, or the failure by the Company
to continue your participation therein (or in a substitute or alternative
plan) on a basis not materially less favorable, both in terms of the amount of
benefits provided and the level of your




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	 	 	 	participation relative to other participants, as existed at the time of
the Change in Control;
	 
	 	(F)	 	The failure by the Company to continue to provide you with
benefits substantially similar to those enjoyed by you under any of the life
insurance, medical, health and accident, or disability plans in which you are
participating at the time of the Change in Control, the taking of any action
by the Company which would directly or indirectly materially reduce any of
such benefits or deprive you of any material fringe benefit enjoyed by you at
the time of the Change in Control, or the failure by the Company to provide
you with the number of paid vacation days to which you are entitled on the
basis of years of service with the Company in accordance with the Company’s
normal vacation policy in effect at the time of the Change in Control;
	 
	 	(G)	 	The failure of the Company to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement, as
contemplated in Section 9 hereof; or
	 
	 	(H)	 	Any purported termination of your employment which is not
effected pursuant to a Notice of Termination satisfying the requirements of
Subsection (f) hereof (and, if applicable, the requirements of Subsection (c)
hereof); for purposes of this Agreement, no such purported termination shall
be effective. Your right to terminate your employment pursuant to this
Subsection (d) shall not be affected by your incapacity due to physical or
mental illness. Your continued employment shall not constitute consent to, or
a waiver of rights with respect to, any circumstance constituting Good Reason
hereunder.






	 	(e)	 	Employment by Affiliates. For purposes of this Agreement, in no
event shall a termination of your employment with the Company be deemed to occur as a
result of your transfer to, or employment by, UST or any of its affiliates during the
term of this Agreement.
	 
	 	(f)	 	Notice of Termination. Any purported termination of your employment
by the Company or by you shall be communicated by written “Notice of Termination” to
the other party hereto in accordance with this Section 3(f). “Notice of Termination”
shall mean a notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of your employment under the
provision so indicated.




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	 	(g)	 	Date of Termination, Etc. “Date of Termination” shall mean (i) if
your employment is terminated for General Disability or 409A Disability, thirty (30)
days after Notice of Termination is given (but not before the end of the twelve (12)
month period specified in Subsection (b) above, and not if you have returned to the
full-time performance of your duties for a period that breaks the period of continuous
disability in accordance with Subsection (b) above), and (ii) if your employment is
terminated pursuant to Subsection (c) or (d) hereof or for any other reason (other
than General Disability or 409A Disability), the date specified in the Notice of
Termination (which, in the case of a termination pursuant to Subsection (c) hereof
shall not be less than thirty (30) days, unless a shorter time is provided by the
Company prior to the occurrence of a Change of Control, and in the case of a
termination pursuant to Subsection (d) hereof shall not be less than fifteen (15) nor
more than sixty (60) days, respectively, from the date such Notice of Termination is
given). Notwithstanding the foregoing, following the occurrence of a Change in
Control, if you believe the Company is not providing you with a benefit to which you
are entitled under the terms of this Agreement, you may notify the Company, within
forty-five (45) days after the Date of Termination, that a dispute exists concerning
the termination. In this event, the Company shall act within fifteen (15) days to
restore fully the disputed benefits (so that all benefits are provided as of such date
as would have been provided had there been no delay in providing such benefits) and to
continue to provide such benefits as contemplated by this Agreement thereafter, but
subject to termination and recapture from you of these disputed benefits in accordance
with the terms of a mutual written agreement of the parties, a binding arbitration
award, or a final judgment, order or decree of a court of competent jurisdiction
(which is not appealable or with respect to which the time for appeal therefrom has
expired and no appeal has been perfected).
	 
	 	(h)	 	Release/Resignations. As a condition and in consideration of the
benefits provided under Section 4(c) and Section 5 of this Agreement, you agree and
covenant (i) to execute a general release, in the form attached hereto as Annex I (the
“Release”), of any and all claims you may have or may believe you have against UST
and/or its affiliates and their officers, directors, employees, agents or
representatives and any of their successors and/or assigns; (ii) as more particularly
described in the Release, not to seek any recovery against UST and/or its affiliates
and their officers, directors, employees, agents or representatives and any of their
successors and/or assigns for any cause or reason related to or arising from your
employment with the Company or any of its affiliates or the termination thereof, other
than a failure or refusal of the Company to pay you (x) the benefits described in
Section 4(c) or Section 5 hereof, and (y) the benefits to which you are entitled
subsequent to your termination of employment pursuant to the terms of one or more of
the employee benefit plans




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	 	 	 	maintained by the Company; and (iii) to cooperate fully with UST and its affiliates
concerning reasonable requests for information about the business of UST or any of
its affiliates or your involvement and participation therein, including, but not
limited to, with respect to the defense or prosecution of any claims or actions in
existence now or in the future as more particularly described in the Release. The
covenant set forth in clause (ii) of this Section 3(h) includes, without
limitation, seeking any recovery against UST, any of its affiliates or their
officers, directors, employees, agents or representatives and any of their
successors and/or assigns in any forum, including without limitation any court,
administrative agency or otherwise. In the event of your termination of employment
under any of the circumstances described in Section 3, you further agree to resign
all offices or directorships that you may hold with UST and any of its affiliates,
as the case may be, in a form acceptable to the Company.






	4.	 	Severance Compensation Prior to a Change in Control. Prior to a Change in Control,
you shall be entitled to the following benefits, provided that such termination occurs during
the term of this Agreement:






	 	(a)	 	If your employment is terminated by the Company for Cause or by you for any
reason other than Good Reason, or if your employment terminates because of your death,
the Company shall pay you your full base salary in accordance with the Company’s
standard payroll practices through the Date of Termination at the rate in effect at
the time Notice of Termination is given, and provide you with all other normal
post-termination amounts (if any) to which you are entitled under the terms and
conditions of any compensation or benefit plan maintained by the Company in which you
participated as of the Date of Termination at the time such payments are due, and the
Company shall have no further obligations to you under this Agreement.
	 
	 	(b)	 	During any period that you fail to perform your full-time duties with the
Company as a result of:






	 	(i)	 	a period of 409A Disability, you shall continue to receive
your base salary in accordance with the Company’s standard payroll practices
at the rate in effect at the commencement of any such period, together with
any compensation payable to you under the Company’s short-term and long-term
disability plans for salaried employees during such period and any benefit
coverages customarily provided to disabled salaried employees, until your
employment is terminated pursuant to Section 3(b) hereof; or
	 
	 	(ii)	 	a period of General Disability, you shall receive any
compensation payable to you under the Company’s short-term and long-term




9









 






	 	 	 	disability plans for salaried employees during such period, as well as any
benefit coverages customarily provided to disabled salaried employees,
until your employment is terminated pursuant to Section 3(b) hereof.






	 	 	 	Thereafter your benefits shall be determined under the Company’s retirement,
insurance and other compensation programs then in effect in accordance with the
terms of such programs.
	 
	 	(c)	 	If your employment is terminated by the Company (other than for Cause,
General Disability, 409A Disability or death) or by you for Good Reason as defined in
Section 3(d)(i) through (iv), then you shall be entitled to the benefits provided
below, subject to your execution of a release described in Section 3(h) and provided
that such release becomes effective and has not been revoked in accordance with the
terms thereof:






	 	(i)	 	the Company shall pay to you your full base salary through
the Date of Termination at the rate in effect at the time Notice of
Termination is given, no later than the fifth day following the Date of
Termination; and shall provide you with all other normal post-termination
amounts (if any) to which you are entitled under the terms and conditions of
any compensation or benefit plan of the Company, at the time such payments are
due;
	 
	 	(ii)	 	to the extent that an annual bonus has not been paid to you
in respect of any fiscal year, the Company shall pay to you, in the
immediately following fiscal year at the time that annual bonuses in respect
of such initial fiscal year are regularly paid by the Company (but not later
than 2-1/2 months after the end of such initial fiscal year), the product of
(x) the actual annual bonus that you would have been entitled to under the UST
Inc. Incentive Compensation Plan had you remained employed through the regular
payment date and (y) a fraction, the numerator of which is the number of days
that have elapsed in each such fiscal year through the Date of Termination,
and the denominator of which is 365;
	 
	 	(iii)	 	in lieu of any further salary and bonus payments to you for
periods subsequent to the Date of Termination, the Company shall pay to you,
in twenty-four (24) equal monthly installments, a severance payment equal to
the product of (1) the sum of (A) your annual salary rate in effect
immediately prior to the Date of Termination, and (B) an amount equal to
seventy-five percent (75%) of the target annual bonus in effect as of the Date
of Termination, and (2) the number two (2); these installments shall begin to
be paid in the month following your Date of Termination (in accordance with
the




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	 	 	 	Company’s standard payroll practices for severance pay), except in the
event you are a “specified employee” within the meaning of Code section
409A(a)(2)(B)(i) on your Date of Termination, as determined by the Company
in accordance with rules established by the Company in writing in advance
of the “specified employee identification date” (within the meaning of
Treasury Regulation §1.409A-1(i)) that relates to the date of your
“separation from service” within the meaning of Code section
409A(a)(2)(A)(i), such payments shall be delayed until the date that is
six (6) months after the date of such “separation from service,” with the
lump sum value of all payments that are so delayed paid on the date that
is six (6) months after the date of such separation from service (if you
die after your Termination Date but before payment of all twenty-four (24)
installments, any remaining installments will be paid to your estate as a
lump sum and without regard to any six-month delay that otherwise applies
to specified employees);
	 
	 	(iv)	 	for a twenty-four (24) month period following the Date of
Termination, the Company shall arrange to provide you with life insurance
benefits substantially similar to those which you were receiving immediately
prior to the Notice of Termination at a cost and level of benefits which are
substantially similar to those you were receiving prior to the Date of
Termination. Benefits otherwise receivable by you pursuant to this paragraph
(iv) shall be reduced to the extent comparable coverage is actually provided
to you by another employer during the twenty-four (24) month period following
your termination, and any such coverage actually provided to you by such
employer shall be reported to the Company;
	 
	 	(v)	 	the Company shall provide you with group health insurance
coverage in accordance with Section 5(d) below. However, benefits otherwise
receivable pursuant to this paragraph (v) shall be reduced to the extent
comparable benefits are actually received by you from another employer during
the twenty-four (24) month period following your termination, and any such
benefits actually received by you from such employer shall be reported to the
Company; and
	 
	 	(vi)	 	UST shall extend to you the same indemnification arrangements
as are generally provided to other similarly situated officers to the extent
authorized by applicable law and in accordance with Article VIII of UST’s
By-Laws.






	 	(d)	 	Except as provided in Section 4(c)(iv) or (v) or Section 5(d) hereof, you
shall not be required to mitigate the amount of any payment provided for




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	 	 	 	in this Section 4 by seeking other employment or otherwise, nor shall the amount of
any payment or benefit provided for in this Section 4 be reduced by any
compensation earned by you as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be owed by you to the
Company, or otherwise.






	5.	 	Severance Compensation on, in Anticipation or Contemplation of or Following a Change in
Control. On or following a Change in Control, and in the event of a termination by you
for Good Reason or by the Company without Cause that is made in anticipation or contemplation
of and occurs within thirty (30) days prior to a Change in Control, you shall be entitled to
the following benefits during a period of 409A Disability, or upon termination of your
employment, as the case may be, provided that such period or termination occurs during the
term of this Agreement:






	 	(a)	 	During any period that you fail to perform your full-time duties with the
Company as a result of:






	 	(i)	 	a period of 409A Disability, you shall continue to receive
your base salary in accordance with the Company’s standard payroll practices
at the rate in effect at the commencement of any such period, together with
any compensation payable to you under the Company’s short-term and long-term
disability plans for salaried employees during such period and any benefit
coverages customarily provided to disabled salaried employees, until your
employment is terminated pursuant to Section 3(b) hereof.
	 
	 	(ii)	 	a period of General Disability, you shall receive any
compensation payable to you under the Company’s short-term and long-term
disability plans for salaried employees during such period, as well as any
benefit coverages customarily provided to disabled salaried employees, until
your employment is terminated pursuant to Section 3(b) hereof.






	 	 	 	Thereafter your benefits shall be determined under the Company’s retirement,
insurance and other compensation programs then in effect in accordance with the
terms of such programs.
	 
	 	(b)	 	If your employment is terminated by reason of your death or by the Company
for Cause or by you other than for Good Reason as defined in Section 3(d)(A) through
(H), the Company shall pay you your full base salary through the Date of Termination
at the rate in effect at the time Notice of Termination is given, and provide you with
all other normal post-termination amounts (if any) to which you are entitled under the
terms and conditions of any compensation or benefit plan of the Company




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	 	 	 	at the time such payments are due, and the Company shall have no further
obligations to you under this Agreement.
	 
	 	(c)	 	If your employment is terminated by you for Good Reason as defined in Section
3(d)(A) through (H) or by the Company other than for Cause, General Disability, 409A
Disability or death, then you shall be entitled to the benefits provided below,
subject to your execution of a release described in Section 3(h) and provided that
such release becomes effective and has not been revoked in accordance with the terms
thereof:






	 	(i)	 	the Company shall pay to you your full base salary through
the Date of Termination at the rate in effect at the time Notice of
Termination is given, no later than the fifth day following the Date of
Termination; and provide you with all other normal post-termination amounts
(if any) to which you are entitled under the terms and conditions of any
compensation or benefit plan of the Company at the time such payments are due;
	 
	 	(ii)	 	to the extent that an annual bonus has not been paid to you
in respect of any fiscal year, the Company shall pay to you, in the
immediately following fiscal year at the time that annual bonuses in respect
of such initial fiscal year are regularly paid by the Company (but not later
than 2-1/2 months after the end of such fiscal year), the product of (x) an
amount equal to the target annual bonus in effect immediately preceding the
Date of Termination or, if greater, such target in effect immediately prior to
the Change in Control, and (y) a fraction, the numerator of which is the
number of days that have elapsed in the fiscal year in which the Date of
Termination occurs through the Date of Termination, and the denominator of
which is 365;
	 
	 	(iii)	 	in lieu of any further salary and bonus payments to you for
periods subsequent to the Date of Termination, the Company shall pay as
severance pay to you product of (1) the sum of (A) your annual salary rate in
effect as of the Date of Termination or, if greater, such rate in effect
immediately prior to the Change in Control, and (B) an amount equal to 100% of
the target annual bonus in effect as of the Date of Termination or, if
greater, such target in effect immediately prior to the Change in Control, and
(2) the number two (2); in the event your Date of Termination occurs within
two (2) years following an event that constitutes a change in the ownership
or effective control of the Company or in the ownership of a substantial
portion of the assets of the Company within the meaning of
Code section 409A(a)(2)(a)(vi), except as set forth below such amount will be
paid in a lump sum no later than the fifth day following the Date of
Termination; otherwise,




13









 






	 	 	 	except as set forth below such amount shall be paid in twenty-four (24)
equal monthly installments that shall begin to be paid in the month
following your Date of Termination (in accordance with the Company’s
standard payroll practices for severance pay); in either case, in the
event you are a “specified employee” within the meaning of Code section
409A(a)(2)(B)(i) on your Date of Termination, as determined by the Company
in accordance with rules established by the Company in writing in advance
of the “specified employee identification date” (within the meaning of
Treasury Regulation §1.409A-1(i)) that relates to the date of your
“separation from service” within the meaning of Code section
409A(a)(2)(A)(i), such payments shall be delayed until the date that is
six (6) months after the date of such “separation from service,” with the
lump sum value of all payments that are so delayed paid on the date that
is six (6) months after the date of such separation from service (if you
die after your Termination Date but before payment of the lump sum or all
twenty-four (24) installments, any remaining amounts will be paid to your
estate as a lump sum and without regard to any six-month delay that
otherwise applies to specified employees).
	 
	 	(iv)	 	the Company also shall reimburse you for all legal fees and
expenses incurred by you as a result of such termination (including all such
fees and expenses, if any, incurred in contesting or disputing any such
termination or in seeking to obtain or enforce any right or benefit provided
by this Agreement. To the extent that any such reimbursement does not qualify
for exclusion from Federal income taxation, the Company will make the
reimbursement only if you incur the corresponding expense during the term of
this Agreement or the period of two years thereafter and you submit the
request for reimbursement no later than two months prior to the last day of
the calendar year following the calendar year in which the expense was
incurred so that the Company can make the reimbursement on or before the last
day of the calendar year following the calendar year in which the expense was
incurred; the amount of expenses eligible for such reimbursement during a
calendar year will not affect the amount of expenses eligible for such
reimbursement in another calendar year, and the right to such reimbursement is
not subject to liquidation or exchange for another benefit from the Company.
The Company shall also reimburse you for all legal fees and expenses incurred
by you in connection with any tax audit or proceeding to the extent
attributable to the application of Code section 4999 to any payment or
benefits provided hereunder); each such reimbursement shall be paid no later
than the end of the calendar year next following the calendar year in which
you remit to the Internal Revenue Service




14









 






	 	 	 	the taxes that are the subject of the audit or proceeding or, where as a
result of the audit or proceeding no taxes are due or are remitted but
other reimbursable expenses have been incurred, the end of the calendar
year following the calendar year in which the audit is completed or there
is a final and nonappealable settlement or other resolution of the
proceeding.
	 
	 	(v)	 	for a twenty-four (24) month period after such termination,
the Company shall arrange to provide you with life insurance benefits
substantially similar to those which you were receiving immediately prior to
the Notice of Termination (as well as the group health coverage described in
Subsection (d) below), at a cost and level of benefits which are substantially
similar to those you were receiving prior to the Date of Termination.
Benefits otherwise receivable by you pursuant to this paragraph (v) shall be
reduced to the extent comparable coverage is actually provided to you by
another employer during the twenty-four (24) month period following your
termination, and any such coverage actually provided to you by such employer
shall be reported to the Company;






	 	(d)	 	For a twenty-four (24) month period after the termination referenced in
Section 4(c) or Section 5(c), the Company shall arrange to provide you with group
health coverage substantially similar to that which you were receiving immediately
prior to the Notice of Termination.






	 	(i)	 	If such coverage is provided under a self-insured medical
reimbursement plan maintained by the Company (within the meaning of Code
section 105(h)):






	 	(1)	 	there will be no charge to you for such
coverage for any month that falls within the first six months
following the date of your separation from service (within the
meaning of Code section 409A);
	 
	 	(2)	 	the charge to you for each remaining month
of coverage will equal the Company’s monthly COBRA charge for such
coverage, and you will be required to pay such monthly charge in
accordance with the Company’s standard COBRA premium payment
requirements; and
	 
	 	(3)	 	on the date that is six months following
the date of your “separation from service” within the meaning of Code
section 409A(a)(2)(i), the Company will pay you a lump sum in cash
equal to the product of (I) the Company’s monthly COBRA charge on the
payment date for family




15









 






	 	 	 	coverage under the Company’s group health plan, and (II) the
difference between (a) the number twenty-four (24), and (b) the
number of months of coverage provided under clause (1) above.






	 	(ii)	 	If such coverage is provided under a fully–insured medical
reimbursement plan (within the meaning of Code section 105(h)), there will be
no charge to you for such coverage.






	 	(e)	 	If any of the Total Payments (as defined below) will be subject to the tax
(the “Excise Tax”) imposed by Code section 4999, the Company shall pay to you an
additional amount (the “Gross-Up Payment”) such that the net amount retained by you,
after deduction of any Excise Tax on the Total Payments and any federal, state and
local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be
equal to the Total Payments. The Gross-Up Payment will be paid to you in a lump sum
no later than the fifth day following the Date of Termination or, to the extent
necessary to avoid a violation of Code section 409A(a)(2)(B), as reasonably determined
by the Company, on the date that is six months after the date of your separation from
service (within the meaning of Code section 409A). Notwithstanding the foregoing
provisions of this Section 5(e), if it shall be determined that you are entitled to
the Gross-Up Payment, but that the Parachute Value (as defined below) of the Total
Payments does not equal or exceed 110% of the Safe Harbor Amount (as defined below),
then no Gross-Up Payment shall be made to you and the amounts payable to you under
this Agreement shall be reduced to the extent necessary to cause the Parachute Value
of the Total Payments, in the aggregate, to be equal to the Safe Harbor Amount.
	 
	 	(f)	 	For purposes of determining whether any of the Total Payments will be subject
to the Excise Tax and the amount of such Excise Tax, (i) all payments or benefits
received or to be received by you in connection with a Change in Control or the
termination of your employment (whether payable pursuant to the terms of this
Agreement or of any other plan, arrangement or agreement with the Company or any of
its affiliates or successors, any person whose actions result in a Change in Control
or any person affiliated (or which, as a result of the completion of the transactions
causing a Change in Control, will become affiliated) with the Company or such person
within the meaning of Code section 1504 (such payments or benefits, excluding the
Gross-Up Payments, being hereinafter referred to as the “Total Payments”)) shall be
treated as “parachute payments” (within the meaning of Code section 280G(b)(2))
unless, in the opinion of tax counsel selected by the independent auditors of the
Company (as of the date immediately prior to the Change in Control) and reasonably
acceptable to you, such payments or benefits (in whole or in part) do not constitute
parachute payments, including by reason of Code




16









 






	 	 	 	section 280G(b)(4)(A); (ii) all “excess parachute payments” (within the meaning of
Code section 280G(b)(1)) shall be treated as subject to the Excise Tax, unless in
the opinion of such tax counsel such excess parachute payments represent reasonable
compensation for services actually rendered (within the meaning of Code section
280G(b)(4)(B)) in excess of the “base amount” (within the meaning of Code section
280G(b)(3)), or are not otherwise subject to the Excise Tax; and (iii) the value of
any noncash benefits or any deferred payment or benefit shall be determined by the
Company’s independent auditors in accordance with the principles of Code sections
280G(d)(3) and (4) and the regulations promulgated thereunder. For purposes of
determining the amount of the Gross-Up Payment, you shall be deemed to pay federal
income taxes at the highest marginal rate of federal income taxation in the
calendar year in which the Gross-Up Payment is to be made and state and local
income and employment taxes at the highest marginal rate of taxation in your state
and locality of residence on the Date of Termination (or such other date as is
hereinafter described), net of the maximum reduction in federal income taxes that
could be obtained from deduction of such state and local taxes. For purposes of
this Agreement, (x) the term “Parachute Value” when applied to any payment shall
mean the present value as of the date of the Change in Control of the portion of
such payment that is treated as a “parachute payment” under Code section
280G(b)(2), as determined by tax counsel for purposes of determining whether and to
what extent the Excise Tax will apply to you and (y) the term “Safe Harbor Amount”
shall mean 2.99 times your “base amount”, within the meaning of Code section
280G(b)(3).
	 
	 	(g)	 	In the event that the Excise Tax is subsequently determined to be less than
the amount taken into account hereunder at the Date of Termination (or such other date
as is hereinafter described), you shall repay to the Company at the time that the
amount of such reduction in Excise Tax is finally determined (subject to the last
sentence of this subsection) the portion of the Gross-Up Payment attributable to such
reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and
federal, state and local income and employment taxes imposed on the Gross-Up Payment
being repaid by you if such repayment results in a reduction in Excise Tax or a
federal, state and local income and employment taxes deduction) plus interest on the
amount of such repayment at 120% of the applicable federal rate (as defined in Code
section 1274(d)). In the event that the Excise Tax is determined to exceed the amount
taken into account hereunder at the time of the termination of your employment, or at
such other time as is hereinafter described (including by reason of any payment the
existence or amount of which cannot be determined at the time of the Gross-Up
Payment), the Company shall make an additional gross-up payment in respect of such
excess (plus any interest payable with respect to such excess) within five (5)
business




17









 






	 	 	 	days following the time that the amount of such excess is finally determined
(subject to the next sentence of this subsection). Notwithstanding the foregoing,
each additional gross-up payment required to be made by the Company to you and/or
each repayment of a gross-up payment required to be made by you to the Company
shall be paid no later than the end of the calendar year next following the
calendar year in which you remit the corresponding taxes to the Internal Revenue
Service.
	 
	 	(h)	 	Except as provided in Section 5(c)(v) or Section 5(d) hereof, you shall not
be required to mitigate the amount of any payment provided for in this Section 5 by
seeking other employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 5 be reduced by any compensation earned by you as the
result of employment by another employer, by retirement benefits, by offset against
any amount claimed to be owed by you to the Company, or otherwise.






	6.	 	Noncompetition. You agree that you will not engage in any Competitive Activity
during the one-year period following your termination of employment with the Company for any
reason (or, where you receive payments pursuant to Section 4(c) or Section 5(c) hereof, then
during the two-year period following your termination of employment with the Company). For
purposes of this Section, “Competitive Activity” shall mean activity, without the written
consent of an authorized officer of UST, consisting of your participation in the management
of, or acting as a consultant for or employee of, any business operation of any enterprise if
such operation (a “Competitive Operation”) is then in substantial and direct competition with
any business operation of UST and/or any of its affiliates, any place in the world, as now or
hereafter designated by the Board; provided, however, that no business
operation may be designated as a business operation that is in substantial competition with
UST and/or any of its affiliates unless the profits, sales or assets attributable to such
business operation amount to at least ten percent (10%) of said business’ total profits, sales
or assets. Competitive Activity shall not include (1) the mere ownership of up to five
percent (5%) of the outstanding securities in any enterprise; or (2) the participation in the
management of, or acting as a consultant for or employee of, any enterprise or any business
operation thereof, other than in connection with a Competitive Operation of such enterprise,
provided that you do not furnish advice with respect to inventions, processes,
customers, methods of distribution, methods of manufacture, marketing or business strategy
relating to any Competitive Operation of such enterprise, or the formation of a Competitive
Operation.
	 
	7.	 	Confidentiality. You agree not to disclose, either while employed by the Company or
at any time thereafter, to any person not employed by the Company, or not engaged to render
services to the Company, except with the prior written consent of an officer authorized to act
in the matter by the Board, any confidential information of the Company or its affiliates
obtained by you while in the employ of the Company, including, without limitation, information
relating to any of the




18









 






	 	 	Company’s or its affiliates’ inventions, processes, formulae, plans, devices, compilations
of information, methods of distribution, customers, client relationships, marketing
strategies or trade secrets; provided, however, that this provision shall
not preclude you from the use or disclosure of information known generally to the public or
of information not considered confidential by persons engaged in the business conducted by
the Company or from disclosure required by law or court order (and to your legal counsel in
connection therewith). The agreement herein made in this Section 7 shall be in addition
to, and not in limitation or derogation of, any obligations otherwise imposed by law upon
you in respect of confidential information and trade secrets of the Company or its and
affiliates.
	 
	8.	 	Non-Solicitation. You agree that you shall not solicit any person who is a customer
of the businesses conducted by the Company or its affiliates, or any business in which you
have been engaged on behalf of the Company or its affiliates at any time during the Term of
this Agreement and for a two (2) year period thereafter on behalf of an employer affiliated
with you or any business described in Section 6; or induce or attempt to persuade any employee
of the Company or any of its affiliates to terminate his employment relationship in order to
enter into employment with an employer affiliated with you or any business described in
Section 6.
	 
	9.	 	Successors: Binding Agreement. 






	 	(a)	 	The Company 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 the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be required
to perform it if no such succession had taken place. Failure of the Company to obtain
such assumption and agreement prior to the effectiveness of any such succession shall
be a breach of this Agreement and shall entitle you to compensation from the Company
in the same amount and on the same terms to which you would be entitled hereunder if
you terminate your employment for Good Reason following a Change in Control, except
that for purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination. As used in this Agreement,
“Company” shall mean the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid which assumes and agrees to perform this Agreement
by operation of law, or otherwise.
	 
	 	(b)	 	This Agreement shall inure to the benefit of and be enforceable by your
personal or legal representative, executors, administrators, successors, heirs,
distributees, devisees and legatees. If you should die while any amount would still
be payable to you hereunder if you had continued to live, all such payments, unless
otherwise provided herein, shall be paid in




19









 






	 	 	 	accordance with the terms of this Agreement to your devisee, legatee or other
designee or, if there is no such designee, to your estate.






	10.	 	Notice. For the purpose of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth on the first page
of this Agreement, provided that all notice to the Company shall be directed to the attention
of the Board with a copy to the Secretary of the Company, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.
	 
	11.	 	Miscellaneous. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed by you and
such officer as may be specifically designated by the Board. No waiver by either party hereto
at any time of any breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
No agreements or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set forth in this
Agreement. The validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Delaware without regard to its conflicts of law
principles. All references to sections of the Exchange Act or the Code shall be deemed also
to refer to any successor provisions to such sections. Any payments provided for hereunder
shall be paid net of any applicable withholding required under federal, state or local law.
The obligations of the Company under Sections 4 and 5 and your obligations under Sections 6, 7
and 8 shall survive the expiration of the term of this Agreement.
	 
	12.	 	Validity. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.
	 
	13.	 	Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together will constitute one and the same
instrument.
	 
	14.	 	Arbitration. Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel of three
arbitrators in New York, New York, in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator’s award in any court
having jurisdiction; provided, however, that you shall be entitled to seek specific
performance of your right to be paid until the




20









 






	 	 	Date of Termination during the pendency of any dispute or controversy arising under or in
connection with the Agreement
	 
	15.	 	Code Section 409A. It is intended, and this Agreement will be so construed, that any
amounts payable under this Agreement and the Company’s and your exercise of authority or
discretion hereunder shall comply with the provisions of Section 409A of the Internal Revenue
Code and the treasury regulations relating thereto so as not to subject you to the payment of
interest and tax penalty which may be imposed under Section 409A.
	 
	16.	 	Entire Agreement. This Agreement sets forth the entire agreement of the parties
hereto in respect of the subject matter contained herein and supersedes all prior agreements,
promises, covenants, arrangements, communications, representations or warranties, whether oral
or written, by any officer, employee or representative of any party hereto, and any prior
agreement of the parties hereto in respect of the subject matter contained herein is hereby
terminated and cancelled. Notwithstanding the foregoing, nothing contained herein shall be
deemed to be a termination or cancellation of your right to indemnification by UST as an
officer pursuant to: (a) applicable state law, with all exclusions and exceptions provided by
such law to remain in full force and effect; (b) any indemnification agreement entered into
between you and UST which shall remain in full force and effect; (c) any applicable director
and officer insurance arrangements; and (d) in accordance with Article VIII of UST’s By-Laws.





          If this letter sets forth our agreement on the subject matter hereof, kindly sign and return
to the Company the enclosed copy of this letter, which will then constitute our agreement on this
subject.




UST Inc.




	 	 	 	 	 
	By
	 	/s/ Richard A. Kohlberger	 	 
	 

	 	 

Name: Richard A. Kohlberger

Title: Senior Vice President
	 	 






Agreed to
this 20th day

of July 2007




	 	 	 
	 

/s/ Raymond P. Silcock

	 	 
	 

Raymond P. Silcock

	 	 






21









 





RELEASE AGREEMENT




     THIS RELEASE, entered into this [      ] day of [                      ] by [Name], residing at
[                    ] (hereinafter referred to as the “Employee”).



W I T N E S S E T H:




     WHEREAS, the Employee, and UST Inc., a Delaware corporation (“UST”), having its principal
office in Greenwich, Connecticut, entered into a letter agreement (the “Agreement”) dated as of
                    , 2007, pursuant to Section 3(h) of which the Employee agreed and covenanted, to execute a
general release of any and all claims he may have or may believe he has against UST, its affiliates
and/or their respective officers, directors, employees, agents and representatives; and



     WHEREAS, the employment of the Employee was terminated as of [                     ];



     NOW, THEREFORE, in consideration of the benefits to be provided to the Employee pursuant to
the Agreement, it is agreed as follows:




1. The Employee voluntarily, knowingly and willingly releases and forever discharges UST,
its parents, subsidiaries and affiliates, together with their respective past and present
officers, directors, partners, shareholders, employees and agents, and each of their
predecessors, successors and assigns, from any and all charges, complaints, claims,
promises, agreements, controversies, causes of action and demands of any nature whatsoever
which against them the Employee or his executors, administrators, successors or assigns
ever had, now have or hereafter can, shall or may have by reason of any matter, cause or
thing whatsoever arising prior to the time the Employee signs this agreement.




2. The release being provided by Employee in this agreement includes, but is not limited
to, any rights or claims relating in any way to the Employee’s employment relationship with
UST, its parents, subsidiaries and affiliates, or the termination thereof, or under any
statute, including the federal Age Discrimination in Employment Act, Title VII of the Civil
Rights Act, the Americans with Disabilities Act, or any other federal, state or local law
or judicial decision. Notwithstanding the foregoing, Employee does not hereby release any
rights in and to employee benefit plans maintained by UST pursuant to the Employee
Retirement Income Security Act (“ERISA”) in which Employee has a vested interest as of the
date of Employee’s signature on this Agreement. Furthermore, nothing contained herein
shall be deemed a waiver of Employee’s right to indemnification by UST as a corporate
officer/director pursuant to: (a) applicable state law, with all exclusions and exceptions
provided by such law to remain in full force and effect; (b) any indemnification agreement
entered into between the Employee and UST; (c) any applicable director and officer
insurance arrangements; and (d) in accordance with Article VIII of UST’s By-Laws.




3. By signing this release agreement, the Employee represents that he has not and will not
in the future commence any action or proceeding arising out of the matters released hereby,
and that he will not seek or be entitled to any award of legal or equitable relief in any
action or proceeding that may be commenced on



 









 






his behalf. This paragraph will not preclude Employee from filing an administrative charge
of discrimination, provided Employee does not seek any relief for himself/herself in
connection with such proceeding.




4. By signing this release agreement, the Employee agrees to cooperate fully with UST and
its affiliates concerning reasonable requests for information about the business of UST or
any of its affiliates or your involvement and participation therein; the defense or
prosecution of any claims or actions now in existence or which may be brought in the future
against or on behalf of UST or any of its affiliates which relate to events or occurrences
that transpired while the Employee was employed by UST and its affiliates; and in
connection with any investigation or review by any federal, state or local regulatory,
quasi-regulatory or self-governing authority (including, without limitation, the Securities
and Exchange Commission) as any such investigation or review relates to events or
occurrences that transpired while the Employee was so employed. The Employee’s full
cooperation shall include, but not be limited to, being available to meet and speak with
officers or employees of UST or any of its affiliates and/or their counsel at reasonable
times and locations, executing accurate and truthful documents and taking such other
actions as may reasonably be requested by UST or any of its affiliates and/or their counsel
to effectuate the foregoing. UST agrees to reimburse you for any reasonable, out-of-pocket
travel, hotel and meal expenses incurred in connection with the Employee’s performance of
obligations pursuant to this paragraph 5 for which the Employee has obtained prior approval
from UST.




5. The Employee acknowledges that UST has hereby advised him to consult with an attorney
prior to signing this release agreement. The Employee represents that he has had the
opportunity to review this agreement and, specifically, the release in paragraph 1, with an
attorney of his choice. The Employee also agrees that he has entered into this agreement
freely and voluntarily.




6. The Employee acknowledges that he has been given at least twenty-one days to consider
the terms of this release agreement. Furthermore, once he has signed this release
agreement, the Employee shall have seven additional days from the date of signing this
release agreement to revoke his consent hereto. The release agreement will not become
effective until seven days after the date the Employee has signed it, which will be the
effective date of this release agreement.



          IN WITNESS WHEREOF, the Employee has executed this release agreement as of the date first set
forth above.




	 	 	 	 	 
	 

	 	 

[Name]
	 	 






	 	 	 
	 

WITNESS

	 	 







23