Exhibit
10.36


 


INTERIM EMPLOYMENT
AGREEMENT


 


 


INTERIM EMPLOYMENT
AGREEMENT dated February 3, 2004, made by and between Thomas E. Wirth (the
“Executive”) and SL Green Realty Corp., a Maryland corporation with its
principal place of business at 420 Lexington Avenue, New York, New York 10170
(the “Company”).


 


WHEREAS, the
Executive and the Company are parties to an employment agreement dated
August 23, 2001 (the “Employment Agreement”);


 


WHEREAS, the
Company has retained the services of a new Chief Financial Officer, and the
parties hereto wish to address the rights, responsibilities, benefits and
payments as a result of the foregoing;


 


WHEREAS, the
Executive and the Company acknowledge and agree that after the date hereof his
employment shall continue as an employee (and not as the Chief Financial
Officer) until April 30, 2004, subject to the terms hereof;


 


WHEREAS, it is
agreed by the parties that the Executive shall receive benefits comparable to
those to which he would have been entitled pursuant to Section 7(a) of the
Employment Agreement, as and to the extent expressly provided below; and


 


WHEREAS, it is
agreed by the parties that the Executive shall receive certain additional
benefits pursuant to the terms hereof, which benefits go beyond those to which
he would have been entitled pursuant to Section 7(a) of the Employment
Agreement or pursuant to any applicable plan, policy, or practice of the
Company or pursuant to any prior agreement between the Company and the
Executive, as and to the extent as expressly provided below.


 


NOW, THEREFORE, in
consideration of the mutual covenants and commitments provided for


 

















 


herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by both parties, the Executive and
the Company hereby agree as follows:


 


1.                                       Employment
Period.  The Executive hereby
resigns as Chief Financial Officer of the Company, effective February 3,
2004. The Executive’s employment with the Company shall continue to (but not
after) April 30, 2004 (the period commencing the date hereof and ending on
April 30, 2004, or such earlier date as set forth in Section 2(b)
hereof, the “Employment Period”).  Prior
to the end of the Employment Period, the Executive will continue to perform
such of his previous duties in the area of financial control and reporting as
shall be assigned to him by the authorized officers of the Company, on a
full-time, five days per week basis, for the Company, and otherwise in
accordance with the Employment Agreement except as otherwise provided
herein.  Until the end of the Employment
Period, the Executive will be entitled to compensation and benefits as follows:
(i) base salary at the rate of $225,000 per annum, subject to applicable
withholding, payable bi-weekly in accordance with the Company’s normal business
practices, (ii) expense reimbursement as provided in Section 3(e) of the
Employment Agreement, (iii) continuation of the medical insurance in the same
manner that has heretofore been provided pursuant to Section 3(f) of the Employment
Agreement and (iv) seven days of paid vacation.  In addition, subject in all respects to Section 9 hereof,
commencing immediately after the end of the Employment Period and continuing
through August 31, 2004, the Executive shall continue to receive payments
equal to the base salary that he would have received had he continued to be
employed through such date (calculated based upon the Executive’s current base
salary of $225,000 per annum), subject to applicable withholding, such payments
to be paid at such times and in such manner as is applicable under the normal
payroll practices in effect for continuing senior executives of the Company
(provided that the first payment of base salary following the end of the
Employment Period may be deferred until the Release Effectiveness Date (as
defined in Section 9 hereof)).  In
addition, on the Release Effectiveness Date, subject in all respects to
Section 9 hereof, the Company shall pay the Executive a bonus of $133,333
in respect of 2004.  During the Employment
Period, the Executive will continue to be an officer of the Company with the
title of Vice


 


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President. The Executive hereby tenders his resignation as of the last
day of the Employment Period, and hereby resigns from any other corporate
offices and board of director memberships with the Company and all affiliates
thereof as of the last day of the Employment Period; the Executive acknowledges
and agrees that, upon the end of the Employment Period, he shall take any
further actions reasonably requested by the Company as may be necessary or
appropriate further to reflect such resignations.


 


2.                                       Employment
Agreement.


 


(a)                                  The
Employment Agreement is terminated in its entirety effective as of the date of
this Interim Employment Agreement, except that the following provisions of the
Employment Agreement will survive termination: (i) Section 4, (ii)
Sections 8(a), 8(b)(ii) and 8(e)-8(i) (together with any provisions in the
Employment Agreement relating to the enforcement of Section 8 of the
Employment Agreement) as provided below and (iii) Section 3(e) with
respect to any expenses incurred prior to the end of the Employment Period and
not theretofore reimbursed.  Without
limiting the generality of the foregoing, no payment or benefit shall be made
or otherwise arise under Section 7 or any other provision of the
Employment Agreement by virtue of such termination.


 


(b)                                 From
and after the date hereof, in no event shall Section 7 of the Employment
Agreement apply to any termination of the Executive’s employment by the
Executive.  Without limiting the
generality of the foregoing, from and after the date hereof, Section 7(a)
of the Employment Agreement shall not apply to any termination of employment by
the Executive for Good Reason, and Sections 7(c) and 7(d) shall not apply to
any termination of employment on account of death or disability.  In the event the Company terminates the
Executive’s employment (with or without cause other than a Criminal Act (as
defined in Section 10 below)) before the scheduled end of the Employment
Period, or there is a termination of employment before the scheduled end of the
Employment Period on account of the Executive’s death or disability or the
Executive resigns for Good Reason (as defined below), then in each such case:
(i) the end of the Employment Period for purposes of this Interim Employment
Agreement shall be the date of such termination of employment, and (ii) this
Interim Employment Agreement shall


 


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otherwise apply in
accordance with its terms (it being acknowledged that, in each of the foregoing
circumstances, the Company will be required to make all payments provided for
in Section 1, on the terms and conditions provided therein, and the
Executive’s options and restricted stock shall vest as provided in Sections 3
and 4, on the terms and conditions provided therein).  For purposes of the preceding sentence, “Good Reason” shall mean
(i) failure by the Company to comply with its obligations under the third
sentence of Section 1 or (ii) a material breach by the Company of any
other provision of this Interim Employment Agreement which is not cured within
30 days after notice of non-compliance 
(specifying the nature of the non-compliance) has been given by the
Executive to the Company.


 


3.   Options.


 


(a)                                  With
respect to the options to purchase shares of common stock of the Company
provided for by that certain option agreement between the Executive and the
Company dated October 24, 2000, (i) 4,000 unvested and unexercisable
options granted thereunder shall become vested and initially exercisable upon
the date hereof  (in addition to the
12,000 options thereunder that have heretofore vested  and become exercisable on January 1, 2003 and
January 1, 2004), (ii) any options not vested or exercisable on or before
the end of the Employment Period (taking into account clause (i)), shall not be
or become vested or exercisable and shall without any further action be
forfeited forthwith, and (iii) such option
agreement shall otherwise apply in accordance with its terms (subject to
Section 3(c) hereof).


 


(b)                                 With
respect to the options to purchase shares of common stock of the Company
provided for by that certain option agreement between the Executive and the
Company dated October 10, 2002, (i) 18,750 unvested and unexercisable
options granted thereunder shall become vested and initially exercisable upon
the date hereof, (ii) 18,750 unvested and unexercisable options granted
thereunder shall become vested and initially exercisable on the Release
Effectiveness Date, subject in all respects to Section 9 hereof, (iii) any
options not vested or exercisable on or before the end of the Release
Effectiveness Date (taking into account clause (i) and in accordance with
clause (ii) above) shall not be or


 


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become vested or
exercisable and shall without any further action be forfeited forthwith, and
(iv) such option agreement shall otherwise
apply in accordance with its terms (subject to Section 3(c) hereof).


 


(c)                                  The
Company agrees that the provisions of Section 2.5(b) of the Company’s
Amended 1997 Stock Option and Incentive Plan (the “Plan”) are not applicable to
the Executive’s options.


 


(d)                                 The
Company agrees that any shares issued to the Executive pursuant to the exercise
of his options will not bear any restrictive legends.


 


4.                                       Restricted
Stock.  The Executive was granted
15,000 shares of restricted stock as provided in Section 3(d) of the
Employment Agreement (it being acknowledged that such Section constitutes
the sole written agreement evidencing or pertaining to such grant).  Prior to the date hereof, 4,500 of such
shares vested pursuant to the terms of the grant.  The Company agrees that, effective on the Release Effectiveness
Date (as defined in Section 9), subject in all respects to Section 9
hereof, the remaining 10,500 of such shares shall immediately and irrevocably
vest.  With respect to such shares, the
Company shall also pay the Executive an additional cash amount, intended to
serve generally as a tax gross-up, equal to 40% of the value of the shares
included in the Executive’s taxable income on such date.  Termination of the Executive’s employment by
the Company (with or without cause other than a Criminal Act) will not cause
the Executive to forfeit any of his restricted stock.  The Company agrees that it will remove any restrictive legends
from the certificates representing all such restricted shares that are vested.


 


5.                                       COBRA.  Following the end of the Employment Period,
the Executive will be given the opportunity to continue under the Company’s
group health plans, as may be required, and to the extent provided, by the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).  The Company agrees, subject in all respects
to Section 9 hereof, to pay the Executive’s COBRA premiums through
August 31, 2004, other than such amounts as the Executive would have had
to pay had he continued to be employed.


 


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6.                                       Transfer
of Responsibilities; Cooperation. 
Without limiting Section 8(h) of the Employment Agreement or the
related provisions of Sections 2 and 9 hereof, for no additional compensation,
the Executive expressly agrees to cooperate fully from the date hereof through
the end of the Employment Period in the transfer of his responsibilities as
Chief Financial Officer of the Company, and any other responsibilities or
duties that he performed in connection with his employment at the Company to
the individual(s) designated by the Company. 
The Executive acknowledges that the transition will require travel
outside of New York City.  The Executive
expressly agrees that following the last day of the Employment Period, he shall
fully cooperate with any other reasonable requests made by the Company, but in
no event shall such requests be at any cost to the Executive nor require any
material time commitment to the Company, as reasonably determined by the
Executive.


 


7.                                       Confidentiality.  The Executive agrees that he will keep the
terms of this Interim Employment Agreement confidential, except that he may
disclose this Interim Employment Agreement to or discuss this Interim
Employment Agreement with his spouse, attorney, financial advisor and as may be
required by law. The Company agrees that it will keep the terms of this Interim
Employment Agreement confidential, except that the Company may discuss this
Interim Employment Agreement with or disclose this Interim Employment Agreement
to its attorneys, trustees, officers, agents, and as may be required by
law.  Each party agrees that it shall
advise any such persons with whom it discusses or to whom it discloses this
Interim Employment Agreement of the existence and requirements of this
confidentiality provision, and shall instruct any such person that such person
shall not disclose the existence of this Interim Employment Agreement or its
terms to any other person.  If the
Company determines that this Interim Employment Agreement must be filed as an
exhibit to an SEC report, or that it must disclose the terms hereof in any
public SEC filing, the Company may do so, whereupon the obligations of the
Company and the Executive under this Section 7 will terminate.


 


8.                                       Prohibited
Activities.  The provisions of
Sections 8(a), 8(b)(ii) and 8(e)-8(i) of the Employment Agreement (the
“Restrictive Covenants”) are hereby incorporated into this Interim


 


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Employment
Agreement by reference as though stated in full herein (including any
provisions in the Employment Agreement relating to the enforcement thereof),
and (together with any provisions in the Employment Agreement relating to the
enforcement thereof) shall survive termination of employment and the termination
of the Employment Agreement in accordance with the terms of the Restrictive
Covenants.


 


9.                                       General
Release by Executive; Certain Other Matters.  It is expressly understood and agreed that, without limiting the
Executive’s obligations hereunder, the Executive’s Specified Rights (as defined
below) are subject entirely and in all respects to (i) the Executive’s
provision, at or after the close of business on the last day of the Employment
Period and not more than seven business days after the last day of the
Employment Period, of a Release in the form attached hereto as Exhibit A (the
“Release”) and (ii) the Release’s becoming irrevocable as confirmed by the
Executive’s written confirmation, in the form attached hereto as Exhibit B
delivered to and received by the Chief Executive Officer of the Company at the
principal place of business of the Company, that the Release has not been
revoked (the “Confirmation”).  The
Confirmation shall be delivered (i) not before the expiration of the seven-day
revocation period provided for in Section 4 of the Release and (ii) not
after seven days have elapsed after such expiration of such seven-day
period.  The date on which the
Confirmation is delivered in accordance with the preceding sentence is referred
to as the “Release Effectiveness Date.” 
If the Release Effectiveness Date does not occur in accordance with the
second preceding sentence, then the Executive will not have the following
rights and benefits provided for by this Interim Employment Agreements (the
“Specified Rights”): (i) the right to receive a bonus as provided in
Section 1 hereof; (ii) the right to continue to be receive payments after
the end of the Employment Period and through August 31, 2004 as provided
in Section 1 hereof; (iii) the vesting of 18,750 options as provided in
clause (ii) of Section 3(b) hereof; (iv) the vesting of 10,500 shares of
restricted stock as provided in Section 4 hereof and (v) the right to have
COBRA premiums paid as provided in Section 5.  The Executive is hereby advised to seek advice of counsel in
connection with the Release, and acknowledges and agrees that he has otherwise
had the opportunity to seek advice of counsel in connection with this Interim
Employment Agreement. If the


 


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Executive dies, then the Release shall be executed by the legal
representative of the estate instead of by the Executive.


 


10.  Release
by Company.  Except with respect to
the obligations arising under or preserved in this Interim Employment
Agreement, effective as of the Release Effectiveness Date, the Company, on
behalf of itself and its successors and assigns hereby releases and discharges
the Executive from any and all actions, causes of action, claims, demands,
grievances, and complaints, known and unknown, which the Company ever had or
may have at any time through the Release Effectiveness Date.  Notwithstanding anything herein to the
contrary, this release shall not apply to any act of fraud, misappropriation of
funds, embezzlement or any other action with regard to the Company or any of
its affiliated companies that constitutes a criminal act under any federal or
state statute committed or perpetrated by the Executive during the course of
the Executive’s employment with the Company or its affiliates (collectively, a
“Criminal Act”), it being acknowledged that no such Criminal Acts are known to
the Company or its CEO as of the date hereof.


 


11.  Matters
Relating to Indemnification.


 


(a)                                  The
provisions of Section 4 of the Employment Agreement (the “Indemnification
Provisions”) are hereby incorporated into this Interim Employment Agreement by
reference as though stated in full herein and shall survive termination of
employment and the termination of the Employment Agreement in accordance with
the terms of the Indemnification Provisions. Any services rendered by the
Executive during the Employment Period provided by this Interim Employment
Agreement will, for purposes of any indemnification provisions contained in the
Employment Agreement or the Company’s certificate of incorporation or by-laws,
be deemed to services rendered by the Executive “in his capacity


 


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as an officer” even if he is not in fact an officer and, accordingly,
shall be covered by such indemnification provisions to the same extent as if he
were an officer.


 


(b)                                 Without
limiting the Indemnification Provisions, the Company agrees to cover the
Executive under directors and officers liability insurance to the same extent
that the Company covers its executive officers and directors.  The foregoing obligation shall survive
termination of employment and the termination of this Interim Employment
Agreement.


 


12.                                 Entire
Agreement.  This Interim Employment
Agreement contains the entire agreement and understanding of the parties with
respect to the subject matter hereof (except with respect to those provisions
of the Employment Agreement that are to remain in effect in accordance with the
terms of this Interim Employment Agreement) and supersedes and replaces all
prior agreements, negotiations and proposed agreements, whether written or
oral.  The Executive and the Company
each acknowledge and confirm that neither they nor any agent or attorney have
made any promise, representation, or warranty whatever, express, implied, or
statutory, not contained herein concerning the subject matter hereof, to induce
the other party to execute this Interim Employment Agreement.


 


13.                                 No
Third-Party Beneficiaries.  This
Interim Employment Agreement is solely for the benefit of the parties to this
Interim Employment Agreement and should not be deemed to confer upon third
parties any remedy, claim, liability, reimbursement, claims or action or other
right in excess of those existing without reference to this Interim Employment
Agreement.


 


14.                                 Certain
Matters Relating to Enforceability. 
Any provision of this Interim Employment Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. 
Any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.


 


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15.                                 No
Oral Modification.  This Interim
Employment Agreement may not be modified or amended except by an instrument in
writing signed by the parties hereto.


 


16.                                 Tax
Withholding.  The Company may
withhold from any compensation or benefits payable or otherwise arising under
this Interim Employment Agreement all Federal, state, city and other taxes as
shall be required by law.


 


17.                                 Applicable
Law.  THIS INTERIM EMPLOYMENT
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAW.


 


18.                                 Further
Assurances.  The Executive agrees
that he is not entitled to reinstatement with the Company and agrees that his
employment relationship with the Company will irrevocably end on the last day
of the Employment Period.  The Executive
agrees not to seek or accept employment with the Company in the future at any
time, unless the Company, at its sole discretion and through its Chief
Executive Officer, offers him such employment.


 


19.                                 Headings.  The headings of the paragraphs herein are
included for reference only and are not intended to affect the meaning or
interpretation of this Interim Employment Agreement.


 


20.                                 Notices.  All notices or other communications required
or permitted to be given hereunder shall be in writing and shall be delivered
by hand and or sent by prepaid telex, cable or other electronic devices or
sent, postage prepaid, by registered or certified mail or telecopy or overnight
courier service and shall be deemed given when so delivered by hand, telexed,
cabled or telecopied, or if mailed, three days after mailing (one business day
in the case of express mail or overnight courier service), as follows:


 


	
  if to the Executive:

  	
   

  
	
   

  	
   

  



 


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  if to the Employer:

  	
   

  
	
   

  	
   

  
	
   

  	
  SL Green Realty Corp.

  
	
   

  	
  420 Lexington Avenue

  
	
   

  	
  New York, New York 10170

  
	
   

  	
  Attn: 
  General Counsel

  
			



 


or such other address as either party may from time to time specify by
written notice to the other party hereto.


 


21.                                 Amendment.  No amendment, modification or waiver in
respect of this Interim Employment Agreement shall be effective unless it shall
be in writing and signed by the party against whom such amendment, modification
or waiver is sought.


 


22.                                 Board
Approval.  The Company represents
that its Board has approved the economic terms of this Interim Employment
Agreement and, to the extent required, the Compensation Committee has approved
the provisions hereof pertaining to options and restricted stock granted under
the Plan and such provisions are permitted under the terms of the Plan, or that
no such approval is necessary.


 


IN WITNESS
WHEREOF, the parties have executed this Interim Employment Agreement as of the
date and year first above written:


 


 


	
   

  	
  SL GREEN REALTY
  CORP.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Thomas E. Wirth

  	
   

  
					



 


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DRAFT


 


EXHIBIT A


 


RELEASE


 


THIS RELEASE is made as
of [Insert last day of Employment Period], by Thomas E. Wirth (the  “Executive”).


 


WHEREAS, the Executive is
a party to a certain agreement with SL Green Realty Corp. (the “Company”) dated
as of the 3rd day of February, 2004, a copy of which is attached hereto as
Exhibit I (the “Interim Employment Agreement”) (unless the context requires
otherwise, capitalized terms used but not defined herein shall have the
respective meanings ascribed thereto by the Interim Employment Agreement);


 


WHEREAS, the Executive
desires to confirm that the Company (including its affiliates, as provided
below), other than as set forth herein, has completely satisfied any and all of
its obligations to the Executive, and to provide for a release;


 


WHEREAS, Section 9
of the Interim Employment Agreement contemplates the Executive’s giving of this
Release; and


 


WHEREAS, certain payments
and benefits otherwise payable under the Interim Employment Agreement will not
be made or otherwise provided unless the Executive executes and delivers this
Release (and thereafter provides certain written confirmation that the Release
has not been revoked);


 


NOW, THEREFORE, with the
intent to be legally bound and in consideration of the agreements herein
contained, plus other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Executive agrees as follows:


 


1.  The Executive, for himself
and his spouse, heirs, executors, administrators, successors, and assigns,
hereby releases and discharges (i) the Company and its other affiliated
companies; (ii) each of their respective past and present officers, directors,
agents, and employees; and (iii) all the employee


 

















 


benefit plans of the Company or any of its affiliated companies, any
trusts and other funding vehicles established in connection with any such
plans, any members of committees established under the terms of any such plans,
and any administrators or fiduciaries of any such plans, from any and all
actions, causes of action, claims, demands, grievances, and complaints, known
and unknown, which he or his spouse, heirs, executors, administrators,
successors, and assigns ever had or may have at any time through the effective
date of this Release, other than (i) for payments and benefits (including,
without limitation, stock option vesting and restricted stock vesting) under
the Interim Employment Agreement, (ii) awards to Executive of restricted stock
and option to purchase shares of common stock which have become vested and
exercisable prior to the date hereof and (iii) any rights to vested benefits
under benefit plans or any rights to indemnification or directors and officers
insurance coverage.  The Executive
acknowledges and agrees that this Release is intended to cover and does cover,
but is not limited to, (i) any claim under Title VII of the Civil Rights Act of
1964, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination
in Employment Act, the Equal Pay Act, the Employee Retirement Income Security
Act, or the Americans with Disabilities Act, each as amended; (ii) any claim of
employment discrimination whether based on a federal, state, or local statute
or court or administrative decision; (iii) any claim for wrongful or abusive
discharge, breach of contract, invasion of privacy, intentional infliction of
emotional distress, defamation, or other common law contract or tort claims
including, but not limited to, such claims arising from any statements the
Company is or heretofore has been required to make to or file with any
regulatory agency with regard to the termination of the Executive’s employment;
(iv) any claims, whether statutory, common law, or otherwise, arising out of
the terms or conditions of his employment at the Company and/or his separation
from the Company (other than for payments and benefits set forth under the
Interim Employment Agreement); and (v) any claim for attorneys’ fees, costs,
disbursements, or other like expenses. 
The enumeration of specific rights, claims, and causes of action being
released should not be construed to limit the general scope of this
Release.  It is the intent of the
parties that by this Release the Executive is giving up all rights, claims, and
causes of action accruing prior to the effective date hereof,


 


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whether known or unknown or whether or not any damage or injury has yet
occurred (but subject to the specific exclusions set forth above).


 


2.  The Executive acknowledges
that he would not be entitled to the compensation provided under the Interim
Employment Agreement, including, for example, the benefits set forth in
Section 3(b) of the Interim Employment Agreement, under any applicable
plan policy, or practice of the Company or pursuant to any prior agreement
between the Company and him.


 


3.  The Executive acknowledges
that he was advised in writing to consult with legal counsel before signing
this Release; that he has obtained such advice as he deems necessary with
respect to this Release; that he has fully read and understood the terms of
this Release; and that he is signing this Release knowingly and voluntarily,
without any duress, coercion, or undue influence, and with an intent to be
bound.  The Executive further
acknowledges that he has been given at least 21 days to consider this Release
and that he has elected to sign it on this date after having taken what he
considers to be a sufficient period of time to consider his options.  The parties agree that any changes made to
this Release or the Interim Employment Agreement after the initial delivery
hereof (February 3, 2004) will not restart the running of such 21-day
period.


 


4.  The Executive understands
that he is entitled to revoke this Release within seven days following his
execution of the Release and that the Release will not become effective until
the seven-day period has expired. 
Revocation may be effected by giving written notice delivered to the
Chief Executive Officer of the Company, within the seven-day period.  In the event that the Executive timely
exercises his right to revoke this Release, the Release will immediately become
null and void, and the Company will have no obligations hereunder or under the
Interim Employment Agreement.


 


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IN WITNESS WHEREOF, the Executive has executed this
Release as of the date and year first above written:


 


 


	
   

  	
   

  
	
  Thomas E. Wirth

  



 


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DRAFT


 


EXHIBIT B


 


 


Declaration


 


 


I,
                      ,
hereby declare that seven days have passed since my Release dated
                      ,
2004 (the “Release”) was executed.  I
have decided not to revoke, and have not revoked, the Release and, pursuant to
Section 4 of the Release, the Release is irrevocable.


 


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Thomas E. Wirth