Exhibit 10.1


 


SEPARATION
AGREEMENT


 


THIS SEPARATION AGREEMENT, dated as of October 21,
2005, (the ”Agreement”), by and between Pathmark Stores, Inc.,
a Delaware corporation (the ”Company”) and Eileen Scott (the ”Executive”).


 


WHEREAS, the Company and the Executive are parties to
a certain Amended and Restated Employment Agreement, dated as of November 20,
2002 (the ”Employment Agreement”);


 


WHEREAS, the Company and the Executive have previously
agreed to the Executive’s separation from and termination as an employee and an
officer of the Company and each of its subsidiaries;


 


WHEREAS, except as otherwise set forth herein, the
parties intend that this Agreement shall set forth the terms of the Executive’s
separation and that this Agreement shall supersede all prior agreements between
the parties regarding the subject matter contained herein, including the
Employment Agreement.


 


NOW, THEREFORE, in consideration of the covenants and
agreements hereinafter set forth in this Agreement, the parties hereto hereby agree
as follows:


 


1.                                       Termination.  The Executive terminated employment with the
Company, effective September 3, 2005 (the ”Employment End Date”),
and terminated as Chief Executive Officer of the Company and from all other
positions, offices and directorships with the Company and its subsidiaries and
affiliates (collectively, the ”Company Group”), effective August 23,
2005 (the ”Termination Date”). 
The Executive’s termination shall be treated as a “termination by the
Company other than for Cause or Disability” within the meaning of the
Employment Agreement.


 


2.                                       Severance
Payments and Benefits.  In
consideration of the covenants set forth herein and the waiver and release of
claims set forth below, and provided that the Executive does not revoke this
Agreement during the Revocation Period (as defined below), the Company shall
provide the Executive with the following severance payments and benefits:


 


(a)                                  Severance Payments.  The Company shall pay the Executive the
following severance payments (the ”Severance Payments”):


 


(i)                                     $310,500, to be paid in a lump
sum on the six-month anniversary of the Employment End Date; and


 


(ii)                                  $11,942.31, to be paid on a
weekly basis in accordance with the Company’s normal payroll practices, for the
period following the six-month anniversary of the Employment End Date and
ending on the twenty-four-month anniversary of the Employment End Date.


 





















 


(b)                                 Supplemental Payment.  The Company shall pay the Executive a
supplemental transition payment in the amount of $25,000 (the ”Supplemental
Payment”) on the six-month anniversary of the Employment End Date.


 


(c)                                  Company Car.  Within 30 days following the execution of
this Agreement, the Company shall cause to be transferred to the Executive the
title to the company car provided for the Executive during her employment with
the Company.


 


(d)                                 Treatment of Equity-Based
Compensation.  The restricted stock unit previously awarded
to the Executive under the 2000 Employee Equity Plan (together with the
individual award agreements applicable to the Executive’s awards, the ”Equity
Plan”), as listed on Schedule A hereto, shall be fully vested
and shall be settled in accordance with the terms and provisions of the Equity
Plan.  In addition, the stock options
previously awarded to the Executive under the Equity Plan, as listed on Schedule A
(the “Stock Options”), shall be fully vested and shall remain
exercisable in accordance with the terms of the Equity Plan until the second
anniversary thereof; provided that, in the event of any merger or
consolidation of the Company or other transaction affecting the Company’s
Common Stock, the Compensation Committee of the Company’s Board of Directors,
in its sole discretion and without your consent, may provide for:


 


(i)                                     the
continuation of the Stock Options by the Company (if the Company is the
surviving corporation);


 


(ii)                                  the
assumption of the Stock Options by the surviving corporation;


 


(iii)                               the substitution by the
surviving corporation of stock option(s) with substantially the same terms for
the outstanding Stock Options; or


 


(iv)                              the
cancellation of the Stock Options upon payment to you of a per share amount in
cash or cash equivalents equal to (A) the highest price paid for a share
of the Company’s Common Stock in such merger, consolidation or other
transaction, minus (B) the exercise price of the applicable Stock Option.


 


(e)                                  Continuation of Health Insurance.  The Company shall continue to provide the
Executive and her dependents with health and dental insurance coverage,
including coverage under any cafeteria and flexible spending account plan
maintained by the Company to the extent permitted under the terms of such plan,
to the extent that such coverage is provided to the Company’s executives until
the earliest of (i) the second anniversary of the Employment End Date, (ii) the
date on which the Executive becomes eligible to participate in another group
health plan or (iii) the date on which Executive breaches any of her
covenants or obligations under this Agreement. 
The Executive agrees to promptly notify the Company in writing in the
event that the Executive obtains coverage under another group health plan.  The Executive shall continue to be obligated
to pay her share of premiums, deductibles and co-payments as in effect from
time to time, if applicable, and such employee contributions shall be deducted
from the severance payments provided for in Section 2(a) hereof, it
being understood such employee contributions for the six-month period following
the Employment End Date shall be deducted from the payment described in Section 2(a)(i) hereof.


 


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(f)                                    Life and Disability Insurance.  The Company shall continue the Executive’s
group life insurance and disability insurance coverage, and continue to pay the
employer portion of the applicable premiums, until the earliest of (i) the
second anniversary of the Employment End Date, (ii) the date on which the
Executive becomes eligible for coverage under the benefit plans of a subsequent
employer, (iii) the date on which Executive breaches any of her covenants
or obligations under this Agreement or (iv) upon the effective date of
written notice by the Executive to the Company that she wishes to terminate
such coverage.


 


(g)                                 Pension/401(k) Plan.  The Executive’s participation in the Company’s
Savings Plan, Pension Plan and Excess Benefit Plan and the Supplemental
Retirement Agreement, dated March 1, 2000, and Amendment Number 1 to
Supplemental Retirement Agreement, dated March 29, 2004, between the
Company and the Executive (the ”Retirement Plans”) shall terminate
on the Employment End Date.  The
Executive’s rights and obligations under the Retirement Plans shall be governed
by applicable law and the terms and conditions of the Retirement Plans, as the
same may be amended as provided in Section 11(c) hereof.


 


(h)                                 Accrued Salary.  The Company has paid the Executive the full
amount of the accrued but unpaid salary that she earned through the Employment
End Date.


 


(i)                                     Accrued Vacation.  The Company has paid the Executive an amount
of $35,826.93, representing all of the Executive’s accrued but unused vacation
through the Employment End Date.


 


(j)                                     Legal Fees.  The Company shall reimburse the Executive in
an amount not to exceed $10,000 for her reasonable legal fees incurred in
connection with the review of this Agreement.


 


(k)                                  No Other Compensation or
Benefits.  Except as otherwise specifically provided
herein or as required by Section 4980B(f) of the Internal Revenue
Code of 1986, as amended (the ”Code”), or other applicable law, the
Executive shall not be entitled to any compensation or benefits or to
participate in any past, present or future employee benefit programs or
arrangements of any member of the Company Group (including, without limitation,
any compensation or benefits under any severance plan, program or arrangement)
on or after the Employment End Date.


 


3.                                       Return of Property.  On or
prior to the Employment End Date, the Executive surrendered to the
Company all property of the Company Group in the Executive’s possession and all
property made available to the Executive in connection with her employment by
the Company, including, without limitation, any and all Company credit cards,
keys, security access codes, records, manuals, customer lists, notebooks,
computers, computer programs and files, papers, electronically stored
information and documents kept or made by the Executive in connection with her
employment.  The Executive shall delete
all electronically stored information and documents relating to the Company
kept or made by the Executive in connection with her employment that were
stored on her personal computer and laptop.


 


4.                                       Cooperation.  From and after the date hereof, the Executive
shall cooperate in all reasonable respects with the Company Group and their
respective directors,


 


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officers, attorneys and experts in connection with the conduct of any
action, proceeding, investigation or litigation involving the Company Group,
including any such action, proceeding, investigation or litigation in which the
Executive is called to testify.


 


5.                                       Unfavorable
Comments.


 


(a)                                  Public Comments by the Executive.  The Executive agrees to refrain from making,
directly or indirectly, now or at any time in the future, whether in writing, orally
or electronically:  (i) any
derogatory comment concerning the Company Group or any of their current or
former directors, officers, employees or shareholders, or (ii) any other
comment that could reasonably be expected to be detrimental to the business or
financial prospects or reputation of the Company Group.


 


(b)                                 Public Comments by the Company.  The Company shall require its
directors and executive officers and the individuals listed on Schedule B
to refrain from making, directly or indirectly, now or at any time in the
future, whether in writing, orally or electronically:  (i) any derogatory comment concerning
the Executive, or (ii) any other comment that could reasonably be expected
to be detrimental to the Executive’s business or financial prospects or
reputation.


 


6.                                       Noncompetition;
Nonsolicitation; Confidentiality.    


 


(a)                                  Noncompetition.  During the period commencing on the date
hereof and ending on the second anniversary of the Employment End Date
(the ”Restricted Period”), the Executive shall not, without the
prior written consent of the Company’s Board of Directors, directly or
indirectly, whether as owner, consultant, employee, partner, joint venturer, or
agent, through stock ownership, investment of capital, lending of money or
property, rendering of services, or otherwise (except ownership of less than 1%
of the number of shares outstanding of any securities which are publicly
traded), compete in the States of New Jersey, New York, Delaware or
Pennsylvania with the retail supermarket or drugstore business of the Company
or any parent or subsidiary of the Company (such businesses are individually
and as a group hereinafter referred to as the “Business”), provide
services to, whether as an employee or consultant, own, manage, operate,
control, participate in or be connected with (as a stockholder, partner, or any
similar ownership interest) any corporation, firm, partnership, joint venture,
sole proprietorship or other entity which so competes with the Business, except
for the aforementioned 1% ownership of publicly traded securities.  The parties acknowledge that (i) the
manufacture, processing or distribution of products sold in the retail
supermarket or drugstore business shall not, in and of itself constitute
competition with the Business and (ii) this Section 6(a) shall
not restrict the Executive’s service as a member of the Board of Directors of
Dollar Tree Stores, Inc. (or her reappointment to such position) or her
appointment or election as a member of the Board of Directors of any other entity
that does not, directly or indirectly, compete with the Business as described
above.


 


(b)                                 Nonsolicitation.  During the Restricted Period, the Executive
shall not, without the prior written consent of the Company’s Board of
Directors, directly or indirectly (i) solicit in competition with the
Business any person, group or class of persons who at any time either during
the Executive’s employment with the Company have any business relationship with


 


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the Business, the loss, diminution or moderation of which would likely
be detrimental to the Business (it being understood that such solicitation
shall not include the Executive’s utilization of any provider of services or
products to the Business in any business in which she may be engaged or
employed other than the Business); (ii) solicit or recruit, directly or
indirectly, any employee or independent contractor of the Company for the
purpose of being employed by the Executive, directly or indirectly, or by any
competitor of the Company on behalf of which the Executive is acting as an
agent, representative or employee; (iii) solicit, influence, or attempt to
influence, for a purpose or in a manner that would likely be materially
detrimental to the Business, any provider of services or products to the
Business with respect to its relationship with the Business, including, without
limitation, any person or entity which has been a provider of services or
products to the Business during the Executive’s employment with the Company, or
take any action detrimental to the existing or prospective relationships
between the Business and any provider of services; or (iv) assist or
encourage any other person in carrying out, directly or indirectly, any
activity that would be prohibited by the provisions of this Section 6(b) if
such activity were carried out by the Executive, and, in particular, the
Executive agrees that she will not, directly or indirectly, induce any employee
of the Business to carry out any such activity.


 


(c)                                  Confidentiality.  The Executive recognizes that the services
she performed for the Company are special, unique and extraordinary in that she
has acquired confidential information and trade secrets concerning the
operations of the Company Group the use or disclosure of which could cause the
Company substantial loss and damages which could not be readily calculated, and
for which no remedy at law would be adequate. 
Accordingly, the Executive covenants and agrees with the Company that
the Executive will not at any time, except with the prior written consent of
the Company’s Board of Directors, directly or indirectly, disclose any secret
or confidential information that the Executive learned by reason of her
association with the Company.  The term “confidential
information” includes, without limitation, information not previously
disclosed to the public or to the trade by the Company’s management with
respect to the Company or any of its parent’s or subsidiaries’ business plans,
prospects and opportunities, the identity of any suppliers, proprietary
information regarding customers, operational strengths and weaknesses, trade
secrets, know-how and other intellectual property, systems, procedures,
manuals, confidential reports, product price lists, marketing plans or
strategies, and financial information.


 


7.                                       Exclusive
Property.  The Executive confirms
that all “confidential information” (as such term is used in the Employment
Agreement)  is and shall remain the
exclusive property of the Company Group. 
All business records, papers and documents kept or made by the Executive
relating to the business of the Company Group shall be and remain the property
of the Company Group.  The Executive
further confirms that, on or prior to the Termination Date, the Executive surrendered
to the Company all copies and extracts of any written confidential information
acquired or developed by the Executive during any such employment, shareholding
or association, and that the Executive has not removed or taken from the
premises of any member of the Company Group any written confidential
information or any copies or extracts thereof. 
Upon the request and at the expense of the Company Group, the Executive
shall promptly make all disclosures, execute all instruments and papers and
perform all acts reasonably necessary to vest and confirm in the Company Group,
fully and completely, all rights created or contemplated by this Section 7.


 


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8.                                       Certain
Remedies.


 


(a)                                  Remedies.  Without intending to limit the remedies
available to the Company Group, including, but not limited to, those set forth
in Section 8(b) hereof, the Executive agrees that a breach of any of
the covenants contained in this Agreement may result in material and
irreparable injury to the Company Group for which there is no adequate remedy
at law, that it will not be possible to measure damages for any such injuries
precisely and that, in the event of such a breach or threat thereof, any member
of the Company Group shall be entitled to seek a temporary restraining order or
a preliminary or permanent injunction, or both, without bond or other security,
restraining the Executive from engaging in activities prohibited by the
covenants contained in this Agreement or such other relief as may be required
specifically to enforce any of the covenants contained in this Agreement.  Such injunctive relief in any court shall be
available to the Company Group, upon proofs satisfactory to the court, in lieu
of, or prior to or pending determination in, any arbitration proceeding.


 


(b)                                 Cessation of Payments.  In the event that the Executive (i) files
any charge, claim, demand, action or arbitration with regard to the Executive’s
employment, compensation or termination of employment under any federal, state
or local law, or an arbitration under any industry regulatory entity, except in
either case for a claim for breach of this Agreement or failure to honor the
obligations set forth herein, or (ii) breaches or has breached any of the
covenants or representations contained in this Agreement, the Company shall be
entitled to cease making any payments due hereunder.


 


9.                                       Release.


 


(a)                                  General
Release.  In consideration of the payments
and benefits provided to the Executive under this Agreement and after consultation
with counsel, the Executive, and each of the Executive’s respective heirs,
executors, administrators, representatives, agents, successors and assigns
(collectively, the ”Releasors”) hereby irrevocably and
unconditionally releases and forever discharges the Company Group and each of
its respective officers, employees, directors, shareholders and agents from any
and all claims, actions, causes of action, rights, judgments, obligations,
damages, demands, accountings or liabilities of whatever kind or character
(collectively, “Claims”), including, without limitation, any Claims
under any federal, state, local or foreign law, that the Releasors may have, or
in the future may possess, arising out of (i) the Executive’s employment
relationship with and service as an employee, officer or director of the
Company Group, and the termination of such relationship or service, (ii) the
Employment Agreement, or (iii) any event, condition, circumstance or
obligation that occurred, existed or arose on or prior to the date hereof; provided,
however, that the release set forth in this Section 9(a) shall
not apply to (i) the obligations of the Company under this Agreement and (ii) any
indemnification rights the Executive may have in accordance with the Company’s
governance instruments or under any director and officer liability insurance
maintained by the Company with respect to liabilities arising as a result of
the Executive’s service as an officer and employee of the Company.  The Releasors further agree that the payments
and benefits described in this Agreement shall be in full satisfaction of any
and all Claims for payments or benefits, whether express or implied, that the
Releasors may have against the Company Group arising out of the Executive’s
employment relationship or the Executive’s service as an employee, officer and
director of the Company Group and the termination thereof.


 


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(b)                                 Specific Release of ADEA Claims.  In further consideration of the payments and
benefits provided to the Executive under this Agreement, the Releasors hereby
unconditionally release and forever discharge the Company Group, and each of
their respective officers, employees, directors, shareholders and agents from
any and all Claims that the Releasors may have as of the date the Executive
signs this Agreement arising under the Federal Age Discrimination in Employment
Act of 1967, as amended, and the applicable rules and regulations
promulgated thereunder (“ADEA”). 
By signing this Agreement, the Executive hereby acknowledges and
confirms the following:  (i) the
Executive was advised by the Company in connection with her termination to
consult with an attorney of her choice prior to signing this Agreement and to
have such attorney explain to the Executive the terms of this Agreement,
including, without limitation, the terms relating to the Executive’s release of
claims arising under ADEA and, the Executive has in fact consulted with an
attorney; (ii) the Executive was given a period of not fewer than 21 days
to consider the terms of this Agreement and to consult with an attorney of her
choosing with respect thereto; (iii) the Executive is providing the
release and discharge set forth in this Section 9(b) only in exchange
for consideration in addition to anything of value to which the Executive is
already entitled; and (iv) that the Executive knowingly and voluntarily
accepts the terms of this Agreement.


 


(c)                                  No Assignment.  The Executive represents and warrants that
she has not assigned any of the Claims being released under this Section 9.


 


(d)                                 Claims.  The Executive agrees that she has not
instituted, assisted or otherwise participated in connection with, any action,
complaint, claim, charge, grievance, arbitration, lawsuit, administrative agency
proceeding, or action at law or otherwise against any member of the Company
Group or any of their respective officers, employees, directors, shareholders
or agents.


 


10.                                 Company
Release.  The Company Group and each
of its respective officers, employees, directors, shareholders and agents
hereby irrevocably and unconditionally release the Executive from any and all
Claims arising from or in connection with the Executive’s employment by the
Company Group and/or separation therefrom and/or the post-separation period
thereafter up to and including the date hereof; provided, however,
that the release set forth in this Section 10 shall not apply to Claims
arising from or in connection with material facts not known to the Company’s
Board of Directors on the date hereof or to the obligations of Executive under
this Agreement.


 


11.                                 Miscellaneous.


 


(a)                                  Entire
Agreement.  This Agreement sets forth the
entire agreement and understanding of the parties hereto with respect to the
matters covered hereby and supersedes and replaces any express or implied,
written or oral, prior agreement, plan or arrangement with respect to the terms
of the Executive’s employment and the termination thereof which the Executive
may have had with the Company Group, but excluding the Retirement Plans and,
with respect to the awards listed on Schedule A, the Equity Plan.  Except as set forth in Section 11(d) below,
this Agreement may be amended only by a written document signed by the parties
hereto.


 


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(b)                                 Withholding Taxes.  Any payments made or benefits provided to the
Executive under this Agreement shall be reduced by any applicable withholding
taxes.


 


(c)                                  Section 409A.  If any provision of this Agreement
contravenes Section 409A of the Code, the regulations promulgated
thereunder or any related guidance issued by the U.S. Treasury Department, this
Agreement shall be reformed to maintain to the maximum extent practicable the
original intent of the provision without violating the requirements of Section 409A
of the Code.  In addition, if the Company
shall, with respect to any other employee of the Company, amend any
nonqualified deferred compensation plan (as defined in Section 409A(d) of
the Code) to comply with or to conform to the provisions of Section 409A
of the Code, the Company shall similarly amend any comparable such plan with
respect to the Executive.


 


(d)                                 Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New Jersey.


 


(e)                                  Waiver.  The failure of any party to this Agreement to
enforce any of its terms, provisions or covenants shall not be construed as a
waiver of the same or of the right of such party to enforce the same.  Waiver by any party hereto of any breach or
default by another party of any term or provision of this Agreement shall not
operate as a waiver of any other breach or default.


 


(f)                                    Severability.  In the event that any one or more of the
provisions of this Agreement shall be held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remainder of the Agreement
shall not in any way be affected or impaired thereby.  Moreover, if any one or more of the
provisions contained in this Agreement shall be held to be excessively broad as
to duration, activity or subject, such provisions shall be construed by
limiting and reducing them so as to be enforceable to the maximum extent
allowed by applicable law.


 


(g)                                 Notices.  Any notices required or made pursuant to this
Agreement shall be in writing and shall be deemed to have been given when
delivered by hand, sent by telecopier or mailed by United States registered
mail, return receipt requested, postage prepaid, addressed to Corporate
Secretary, Pathmark Stores, Inc., 200 Milik Street, Carteret, New Jersey
07008, telecopier: (732) 499-3460, with a copy to the General Counsel of the
Company and to Kenneth J. Laverriere, Shearman & Sterling LLP, 599
Lexington Avenue, New York, New York 10022, telecopier: (212) 848-7179, or to
the Executive at her current address on the books and records of the Company,
or to such other address as either party may furnish to the other in writing in
accordance with this Section 11(h). 
Notices of change of address shall be effective only upon receipt.


 


(h)                                 Descriptive Headings.  The paragraph headings contained herein are
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.


 


(i)                                     Counterparts.  This Agreement may be executed in one or more
counterparts, which, together, shall constitute one and the same agreement.


 


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(j)                                     Successors and Assigns.  Except as otherwise provided herein, this
Agreement shall inure to the benefit of and be binding upon and enforceable by and
against the Executive and the Company and their respective successors and
assigns.


 


(k)                                  Arbitration.  Any dispute or controversy arising under this
Agreement that cannot be mutually resolved by the Executive and the Company
shall be settled exclusively by arbitration in accordance with the rules of
the American Arbitration Association in New Jersey before one arbitrator of
exemplary qualifications and stature, having due regard to the subject matter
of the dispute or controversy, who shall be selected jointly by the Executive
and the Company, or, if agreement on the selection of the arbitrator cannot be
reached, shall be selected by the American Arbitration Association; provided
that any arbitrator selected by the American Arbitration Association shall not,
without the consent of both the Executive and the Company, be affiliated with
the Executive or the Executive’s affiliates or the Company or its
affiliates.  Judgment may be entered on
the arbitrator’s award in a New Jersey State Court.  The arbitrator shall be empowered to enter an
equitable decree mandating specific enforcement of the terms of this
Agreement.  Each party shall bear its own
expenses incurred in any arbitration arising out of a dispute or controversy
under this Agreement.  Notwithstanding
any other provisions of this Section 11(l), in the event that any dispute
or controversy arising with respect to the payments or benefits under Section 2
hereof is referred to arbitration by the Executive under this Section 11(l)
to require the Company to provide such payments or benefits, and the arbitrator
enters an award in favor of the Executive with respect thereto, the arbitrator
shall also enter an award in favor of the Executive and against the Company of
reasonable attorneys’ fees and costs.


 


12.                                 Revocation.  This Agreement may be revoked by the
Executive within the seven-day period commencing on the date the Executive
signs this Agreement (the ”Revocation Period”), and, accordingly,
shall not become effective until the day following the last day of the
Revocation Period.  In the event of any
such revocation by the Executive, all obligations of the parties under this
Agreement shall terminate and be of no further force and effect as of the date
of such revocation.  No such revocation
by the Executive shall be effective unless it is in writing and signed by the
Executive and received by the Company prior to the expiration of the Revocation
Period.  The Executive shall have a
period of 21 days from the date hereof to consider this Agreement and to consult
with an attorney with respect thereto. 
If Executive does not sign this Agreement during such twenty-one-day
period, then, upon expiration of such period, this Agreement shall be
considered to have been withdrawn by the Company and shall be void and without
effect.


 


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IN WITNESS WHEREOF, the Company has executed this
Agreement as of the date first set forth above and the Executive has executed
this Agreement as of the date set forth below (or, if the Executive does not
include a date under the Executive’s signature line, the date set forth shall
be the date this Agreement, signed by the Executive, is received by the
Company).


 


 


	
   

  	
  PATHMARK STORES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James L. Moody, Jr.

  	
   

  
	
   

  	
  Name:

  	
  James L. Moody, Jr.

  
	
   

  	
  Title:

  	
  Chairman of the Board of Directors

  
						



 


 


THE EXECUTIVE HEREBY ACKNOWLEDGES THAT THE EXECUTIVE HAS
READ THIS AGREEMENT, THAT THE EXECUTIVE FULLY KNOWS, UNDERSTANDS AND
APPRECIATES ITS CONTENTS, AND THAT THE EXECUTIVE HEREBY ENTERS INTO THIS
AGREEMENT VOLUNTARILY AND OF HER OWN FREE WILL.


 


ACCEPTED AND AGREED:


 


 


	
  /s/ Eileen R. Scott

  	
   

  
	
  Eileen Scott

  
	
   

  
	
  Date:

  	
  11/1/05

  	
   

  
			



 


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