**Exhibit 10.25**AMENDED AND RESTATED EMPLOYMENT AGREEMENT     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the“Agreement”) is made and entered into as of July 20, 2007, (the “Effective Date”), by andbetween KEITH RENTZEL (“Employee”) and ALLIED AUTOMOTIVE GROUP, INC., a Georgia corporation(“Employer”).W I T N E S S E T H:     WHEREAS, Employer, through the Affiliates (as hereinafter defined), is engaged in thetransportation of automobiles and light trucks from the manufacturer to retailers and others,including nontraditional car haulers involved in the vehicle distribution process and providinglogistics and distribution services to the new and used vehicle distribution market and othersegments of the automotive industry (the “Business”);     WHEREAS, Employee has management skills of which Employer desires to avail itself; and     WHEREAS, on July 31, 2005 Allied Holdings, Inc. (“AHI”) and certain of its Affiliates(collectively, “Allied”) filed voluntary petitions with the United States Bankruptcy Court for theNorthern District of Georgia (the “Bankruptcy Court”) seeking protection under Chapter 11 of title11 of the United States Code and Allied operated their businesses as debtors-in-possession underthe jurisdiction of the Bankruptcy Court;     WHEREAS, the Plan of Reorganization was confirmed by the Bankruptcy Court pursuant to anorder dated and entered on May 18, 2007;     WHEREAS, AHI was merged with and into the Employer; and     WHEREAS, Employer and Employee deem it to their respective best interest to outline the dutiesand obligations on and after the Effective Date, each to the other, by executing this Agreement;     NOW, THEREFORE, for and in consideration of the covenants and conditions hereinafter setforth, and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, Employer and Employee hereby mutually agree as follows:     1. DEFINITIONS.          (a) “Affiliate” means Axis Group, Inc., Allied Automotive Group, Inc., Allied Systems (Canada)Company, Allied Systems, Ltd. (L.P.), Transport Support, LLC, F.J. Boutell Driveway LLC, AlliedFreight Brokers, LLC or QAT, Inc. “Reorganized Affiliate” means any Affiliate, as reorganized underthe Plan of Reorganization, on or after the Effective Date.          (b) “Base Salary” means the annual salary payable, and as adjusted, pursuant to Paragraph 4.
 

 
          (c) “Cause” means (i) the commission by Employee of an act of fraud, misappropriation,dishonesty, embezzlement, gross negligence, or willful misconduct or unethical conduct inconnection with Employee’s employment hereunder; (ii) criminal conduct of Employee which results ina felony conviction of such Employee, or the Employee’s offering a plea of nolo contedre to afelony; (iii) Employee’s continuing and/or willful failure to perform Employee’s duties orobligations for Employer as outlined in this Agreement, or Employee’s breach of this Agreement;(iv) Employee’s prolonged absence of ten (10) or more days, without the consent of Employer, otherthan as a result of Employee’s Disability or permitted absence or vacation, which is not curedwithin ten (10) days after written notice from Employer’s Board of Directors thereof; (v) engagingin activities prohibited by Paragraphs 11, 12, 13 or 14 hereof; (vi) engaging in any activity whichcould constitute grounds for termination for cause by Employer or any of its subsidiaries oraffiliates; or (vii) Employee engaging in conduct that is materially detrimental to the reputation,character or standing of Employer.          (d) “Disability”, with respect to Employee, shall conclusively be deemed to have occurred (i)if Employee shall be receiving payments pursuant to a policy of long-term disability incomeinsurance; or (ii) if Employee shall have no disability income coverage then in force, then if anyinsurance company insuring Employee’s life shall agree to waive the premiums due on such policypursuant to a disability waiver of premium provision in the contract of life insurance; or (iii) ifEmployee shall have no disability waiver of premium provision in any contract of life insurance,then if Employee shall be receiving disability benefits from or through the Social SecurityAdministration; provided, however, that in the event Employee’s disability shall, otherwise and ingood faith, come into question (and, for purposes of this provision, “disability” shall mean thepermanent and continuous inability of Employee to perform substantially all of the duties beingperformed immediately prior to Employee’s disability coming into question) for a period of not lessthan one hundred twenty (120) consecutive days, and a dispute shall arise with respect thereto,then Employee (or Employee’s personal representatives) shall appoint a medical doctor, Employershall appoint a medical doctor, and said two (2) doctors shall, in turn, appoint a third partymedical doctor who shall examine Employee to determine the question of disability and whosedetermination shall be binding upon all parties to this Agreement. All such medical doctors shallbe duly licensed in the State of Georgia.          (e) “Effective Date” means the date of execution of this Agreement as referenced herein.          (f) “KERP” means the Allied Holdings, Inc. Amended Severance Pay and Retention and EmergenceBonus Plan for Key Employees, as in effect from time to time.          (g) “Plan of Reorganization” means the Second Amended Joint Plan of Reorganization proposed byAllied, Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance (Parallel) Fund I, L.P,and the Teamsters National Automobile Transportation Industry Negotiating Committee on behalf ofthe International Brotherhood of Teamsters, filed with the Bankruptcy Court on April 6, 2007, asamended.          (h) “Reorganized Employer” means Allied Systems Holdings, Inc., a Delawarecorporation, as reorganized under the Plan of Reorganization, on and after the EffectiveDate.
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          (i) “Restricted Period” means the period commencing as of the date hereof and ending onthat date twelve (12) months after the termination of Employee’s employment with Employer for anyreason, whether voluntary or involuntary.     2. EFFECTIVE DATE; TERMINATION OF ANY PRIOR EMPLOYMENT AGREEMENT; TERM.          (a) This Agreement shall supercede any prior employment agreement between Employee andEmployer (the “Prior Agreement”) in its entirety.          (b) Effective as of the date of Allied’s emergence from bankruptcy and pursuant to the Plan ofReorganization, the Prior Agreement was rejected and terminated and any and all rights, obligationsand liabilities of the parties under the Prior Agreement terminated. Effective as of the EffectiveDate, Employee waives and releases any and all rights and claims against Employer or ReorganizedEmployer (or any Affiliate or Reorganized Affiliate) under, arising from or relating to the PriorAgreement (other than accrued, unpaid salary and vacation benefits).          (c) Subject to the provisions hereinafter set forth, the term of this Agreement shall commenceas of the Effective Date and shall expire one year after the Effective Date (the “Initial Term”)and shall extend for additional terms of one (1) year (each, a “Renewal Term”) unless either partygives written notice of non-extension not less than six (6) months prior to the end of a Term. Asused herein, “Term” shall mean the then current Initial Term or Renewal Term, as the case may be.     3. DUTIES.          (a) Employee shall, during the Term, serve as Executive Vice President and Chief LogisticsOfficer, of Employer having duties, responsibilities, powers and authority which are consistentwith senior management positions of like designation generally, but subject to the direction of thePresident and Chief Executive Officer of Allied Systems Holdings, Inc. or his designee. TheEmployee shall perform such executive, managerial and administrative duties as the President andChief Executive Officer of Allied Systems Holdings, Inc. may, from time to time, reasonablyrequest. Employee shall not be required to permanently relocate outside the metropolitan Detroit,Michigan area.          (b) During the Term, Employee shall devote substantially all of Employee’s business time,energy and skill to performing the duties of Employee’s employment (vacations as provided hereunderand reasonable absences because of illness excepted), shall faithfully and industriously performsuch duties, and shall use Employee’s best efforts to follow and implement all management policiesand decisions of Employer. Employee shall not become personally involved in the management oroperations of any other company, partnership, proprietorship or other entity, other than anyAffiliate, without the prior written consent of Employer; provided, however, that so long as itdoes not interfere with Employee’s employment hereunder, Employee may (i) serve as a director,officer or partner in a company that does not compete with the Business of Employer and theAffiliates so long as the aggregate amount of time spent by Employee in all such capacities shallnot exceed twenty (20) hours per month, and (ii) serve as
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an officer or director of, or otherwise participate in, educational, welfare, social, religious,civic, trade and industry-related organizations.     4. BASE SALARY.          (a) For and in consideration of the services to be rendered by Employee pursuant to thisAgreement, Employer shall pay to Employee for each year during the Term, an annual salary of TwoHundred Forty Thousand Dollars ($240,000.00) (the “Base Salary”), in installments in accordancewith Employer’s payroll practices. Employee’s salary shall be reviewed by the Board of Directors ofEmployer (or its Compensation Committee) annually.          (b) Employee is granted options (the “Value Increase Options”) representing one percent (1%)of the increase in Employer’s “Equity Value”. For purposes of calculating the Value IncreaseOptions, Equity Value as of the date of this Agreement shall be determined by the Board. The ValueIncrease Options shall have the following provisions and elements:          (i) they will vest over a five-year period on a cliff vesting basis with twenty percent(20%) vesting on the first anniversary of the Effective Date and twenty percent (20%)vesting thereafter on each additional anniversary date of the Effective Date;          (ii) the “Option “Period” will commence on the date of employment of Employee, and theoptions granted will be valid for ten (10) years.     5. BONUS COMPENSATION. Employee shall be eligible to participate in Employer’s bonusplan which will allow annual bonus target in an amount not to exceed 50% of Employee’s Base Salary.Employer shall determine, in its discretion, the terms and conditions of any bonus plan maintainedby Employer and shall have the right to amend, modify or terminate any such bonus plan.     6. OTHER BENEFITS. During the Term, Employer shall provide the following benefits toEmployee:          (a) Employee and Employee’s immediate family shall be entitled to participate in allgroup benefit programs, including, without limitation, medical and hospitalization benefitprograms, dental care, life insurance or other group benefit plans of Employer as are now orhereafter provided by Employer or any Affiliate, in each case in accordance with the terms andconditions of each such plan;          (b) Employee shall be reimbursed for actual, reasonable, ordinary and necessary businessexpenses incurred in the performance of Employee’s duties hereunder. Employee shall be reimbursedfor such expenses upon presentation and approval of expense statements or written vouchers or othersupporting documents as may be reasonably requested in advance by Employer and in accordance withEmployer’s practices in effect from time to time.          (c) Employer shall provide Employee with a monthly car allowance in such amount as isdetermined in the discretion of the Board of Directors of Employer (or its Compensation Committee).
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     7. VACATION. Employee shall receive paid vacation for each year during the Termin accordance with Employer’s vacation policy, as in effect from time to time; provided, however,that Employee shall receive not less than five (5) weeks paid vacation for each year during theTerm. Scheduling of vacation shall be subject to the prior approval of Employer (which approvalshall not be unreasonably withheld). Vacation time shall not accrue, and in the event any vacationtime for any year shall not be used by Employee prior to the end of such year or prior totermination of employment, it shall be forfeited.     8. TERMINATION. Anything herein to the contrary notwithstanding, Employee’semployment hereunder shall terminate upon the first to occur of any of the following events:          (a) Employee’s Disability; or          (b) Employee’s death; or          (c) Employee’s materially breaching this Agreement by the non-performance or non-observance ofany material term or condition of this Agreement, which breach shall not be corrected withinforty-five (45) days after receipt of written notice of same from Employer;          (d) Employer terminates Employee’s employment hereunder without Cause prior to expiration ofthe Term, or Employee terminates Employee’s employment hereunder prior to the expiration of theTerm; or          (e) Employer terminates Employee’s employment hereunder for Cause.          (f) Expiration of the Term, in the event that the Term is not extended by reason ofEmployer’s written notice of non-extension under Paragraph 2(c).     9. SEVERANCE BENEFITS. Subject to the provisions of Paragraph 10 hereof, inthe event that Employee’s employment shall be terminated by Employer without Cause under Paragraph8(d), then Employer shall immediately pay in cash to Employee the amount equal to one hundredpercent (100%) of Employee’s then-effective annual Base Salary. Subject to Paragraph 10, suchpayment shall be made in a lump sum payment on the date of Employee’s separation from service, asdefined in Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder (orwithin 30 days thereafter).     In addition, Employer shall continue to provide to Employee, for a period of twelve (12)months from said termination, the benefits enumerated in Paragraph 6(a) hereof.     Notwithstanding anything in the Agreement to the contrary, in the event Employee obtains afull-time position with the Employer or any of its subsidiaries or affiliates after the executionof this Agreement but prior to the last day on which severance payments are due under thisAgreement, Employee understands and agrees that all severance payments will cease immediately andthat all liabilities and obligations of the Employer hereunder shall terminate.     If Employer terminates Employee’s employment hereunder for Cause, Employee shall receive noseverance benefits under this Paragraph 9.
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     Effective as of the Effective Date, Employee waives and releases any and all rights and claimsagainst Employer or Reorganized Employer (or any Affiliate or Reorganized Affiliate), or the KERP,to any severance benefits under the KERP. Nothing herein shall affect Employee’s right to receiveany “Stay Bonus” (as defined in the KERP) in accordance with the terms and conditions of the KERP.     10. CONDITIONS TO BENEFITS. Anything in this Agreement to the contrarynotwithstanding, to receive the benefits enumerated in Paragraph 9, Employee shall execute andagree to be bound by a release agreement substantially in the form attached to this Agreement asExhibit A.     11. COVENANT NOT-TO-SOLICIT. Employer and Employee acknowledge that, during Employee’semployment, Employer will spend considerable amounts of time, effort and resources in providingEmployee with knowledge relating to the business affairs of Employer and the Affiliates, includingEmployer’s and the Affiliates’ trade secrets, proprietary information and other informationconcerning Employer’s and the Affiliates’ financing sources, finances, customer lists, customerrecords, prospective customers, staff, contemplated acquisitions (whether of business or assets),ideas, methods, marketing investigations, surveys, research, customers’ records and any otherinformation relating to Employer’s and Affiliates’ Business.          To protect Employer from Employee’s solicitation of business from customers during theRestricted Period, Employee agrees that, subject to Paragraph 17 hereof, he shall not, directly orindirectly, for any person (including Employee himself), corporation, firm, partnership,proprietorship or other entity, other than Employer or an Affiliate, engaged in the Business,solicit business for transportation of automobiles and light trucks and related logistics servicesfor any customer with whom the Employee had material contact during the twelve (12) month periodimmediately preceding the termination of Employee’s employment. Material contact includes personalcontact with customers, the supervision of the efforts of others who have personal contact with thecustomers, and the receipt of confidential information of customers of Employer. This Paragraph 11shall, except as otherwise provided in this Agreement, survive the termination of this Agreement.     12. COVENANT NOT-TO-DISCLOSE. Employee agrees that during employment with Employer and for a period of three (3) years following the cessation of that employmentfor any reason, Employee shall not directly or indirectly divulge or make use of any ConfidentialInformation or Trade Secrets (so long as the information remains a Trade Secret or remainsconfidential) without prior written consent of Employer. Employee further agrees that ifEmployee is questioned about information subject to this agreement by anyone not authorized toreceive such information, Employee will promptly notify Employee’s supervisor(s) or an officerof Employer. This Agreement does not limit the remedies available under common or statutorylaw, which may impose longer duties of non-disclosure. For purposes of this Agreement, thefollowing definition shall apply:          (i) “Confidential Information” means information about Employer and itsEmployees, Customers and/or Suppliers which is not generally known outside of Employer,which employee learns of in connection with employee’s employment with Employer, and whichwould be useful to competitors of Employer. Confidential Information includes, but is notlimited to: (1) business and employment policies,
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marketing methods and the targets of those methods, finances, business plans, promotionalmaterials and price lists; (2) the terms upon which Employer obtains products or servicesfrom its vendors and sells them to customers; (3) the nature, origin, composition anddevelopment of Employer’s products; (4) the manner in which Employer provides products andservices to its customers.Confidential Information shall not include information which: (a) Employee can show was inhis possession on a nonconfidential basis, was known to the public, or appeared in publishedliterature, prior to disclosure of such Confidential Information, (b) becomes known to thepublic or appears in published literature through no act of the Employee subsequent to thetime of the Employee’s receipt of such Confidential Information, or (c) is lawfully acquiredby the Employee from a third party who is not in breach of any confidentiality agreement orobligation with the disclosing party with respect to such Confidential Information.If the Employee is requested or becomes legally compelled (by oral questions,interrogatories, requests for information or documents, subpoena, civil or criminalinvestigative demand, or similar process) or is required by a regulatory body to make anydisclosure that is prohibited or otherwise constrained by this Agreement, the Employee willprovide the Employer with prompt notice of such request so that the Employer may seek anappropriate protective order or other appropriate remedy. Subject to the foregoing, theEmployee may furnish that portion (and only that portion) of the Confidential Informationwhich, in the written opinion of Employee’s counsel, the Employee is legally compelled or isotherwise required to disclose or else stand liable for contempt or suffer other materialcensure or material penalty; provided, however, that the Employee must use reasonableefforts to obtain reliable assurance that confidential treatment will be accorded anyConfidential Information so disclosed.          (ii) “Trade Secrets” mean the trade secrets of Employer as defined underapplicable law.     13. COVENANT NOT-TO-INDUCE. Employee covenants and agrees that during the RestrictedPeriod, he will not, directly or indirectly, on Employee’s own behalf or in the service or onbehalf of others, solicit, induce or attempt to solicit or induce an employee or other personnel ofEmployer and the Affiliates to terminate employment with such party. This Paragraph 13 shall,except as otherwise provided in this Agreement, survive the termination of this Agreement.     14. COVENANT OF NON-DISPARAGEMENT AND COOPERATION. Employee agrees that he shall not,at any time during or following the Term, make any remarks disparaging the conduct or character ofEmployer or any of its current or former Affiliates, agents, employees, officers, directors,shareholders, successors or assigns (in the aggregate, such persons and entities are referred toherein as the “Protected Persons”); provided, however, that during the Term, Employer acknowledgesand agrees that Employee may be required from time to time to make such remarks about ProtectedPersons for legitimate business purposes and if consistent with the discharge of Employee’s dutieshereunder. In addition, following termination of Employee’s employment hereunder, Employee agreesto reasonably cooperate with Employer, at no extra cost, in any litigation or administrativeproceedings (e.g., EEOC charges) involving any
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matters with which Employee was involved during Employee’s employment with Employer. Employer shallreimburse Employee for travel and other related expenses approved by Employer incurred in providingsuch assistance. This Section 14 shall survive the termination of this Agreement.     15. SPECIFIC ENFORCEMENT. Employer and Employee expressly agree that a violation ofthe covenants contained in Paragraphs 11, 12, 13 and 14 hereof, or any provision thereof, shallcause irreparable injury to Employer and that, accordingly, Employer shall be entitled, in additionto any other rights and remedies it may have at law or in equity, to an injunction enjoining andrestraining Employee from doing or continuing to do any such act and any other violation orthreatened violation of said Paragraphs 11, 12, 13 and 14 hereof.     16. SEVERABILITY. In the event any provision of this Agreement shall be found to bevoid, the remaining provisions of this Agreement shall nevertheless be binding with the same effectas though the void part were deleted; provided, however, if Paragraphs 11, 12, 13 and 14 shall bedeclared invalid, in whole or in part, Employee shall execute, as soon as possible, a supplementalagreement with Employer, granting Employer, to the extent legally possible, the protection affordedby said Paragraphs. It is expressly understood and agreed by the parties hereto that Employer shallnot be barred from enforcing the restrictive covenants contained in each of Paragraphs 11, 12, 13and 14 as each are separate and distinct, so that the invalidity of any one or more of saidcovenants shall not affect the enforceability and validity of the other covenants.     17. INCOME TAX WITHHOLDING. Employer or any other payor may withhold from anycompensation or benefits payable under this Agreement such Federal, State, City or other taxes asshall be required pursuant to any law or governmental regulation or ruling.     18. WAIVER. The waiver of a breach of any term of this Agreement by any of the partieshereto shall not operate or be construed as a waiver by such party of the breach of any other termof this Agreement or as a waiver of a subsequent breach of the same term of this Agreement.     19. RIGHTS AND LIABILITIES UPON NOTICE OF TERMINATION. As soon as notice oftermination of this Agreement is given, Employee shall immediately cease contact with all customersof Employer and shall forthwith surrender to Employer all customer lists, documents and otherproperty of Employer then in Employee’s possession, compliance with which shall not be deemed to bea breach of this Agreement by Employee. Pending the surrender of all such customer lists, documentsand other property to Employer, Employer may hold in abeyance any payments due Employee pursuant tothis Agreement.     20. ASSIGNMENT.          (a) Employee shall not assign, transfer or convey this Agreement, or in any way encumber thecompensation or other benefits payable to him hereunder, except with the prior written consent ofEmployer or upon Employee’s death.          (b) The covenants, terms and provisions set forth herein shall be binding upon and shall inureto the benefit of, and be enforceable by, Employer and its successors and assigns;
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provided, Employer shall require any successor (whether direct or indirect, by purchase, merger,reorganization, consolidation, acquisition of property or stock, liquidation or otherwise) to allor a substantial portion of its assets, by agreement in form and substance reasonably satisfactoryto Employee, expressly to assume and agree to perform this Agreement in the same manner and to thesame extent that Employer would be required to perform this Agreement if no such succession hadtaken place. Regardless of whether such an agreement is executed, this Agreement shall be bindingupon any successor of Employer in accordance with the operation of law, and such successor shall bedeemed the “Employer” for purposes of this Agreement.     21. NOTICES. All notices required herein shall be in writing and shall be deemedto have been given when delivered personally or five (5) days after the date on which such noticeis deposited in the U.S. Mail, certified or registered, postage prepaid, return receipt requested,addressed as follows, to wit:         If to Employer at:           160 Clairemont Avenue, Suite 200      Decatur, Georgia 30030      Attn: Thomas M. Duffy, General Counsel           If to Employee at:                            Or at such other addresses as may, from time to time, be furnished by Employer by Employee, or byEmployer to Employee on the terms of this Paragraph.     22. BINDING EFFECT. This Agreement shall be binding on the parties hereto and on theirrespective heirs, administrators, executors, successors and permitted assigns.     23. ENFORCEABILITY. This Agreement contains the entire understanding of the partiesand may be altered, amended or modified only by a writing executed by both of the parties hereto.This Agreement supersedes all prior agreements and understandings by and between Employer andEmployee relating to Employee’s employment.     24. APPLICABLE LAW. This Agreement and the rights and liabilities of the partieshereto shall be governed by, and construed and interpreted in accordance with, the laws of theState of Georgia.     25. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each ofwhich shall constitute an original, but all of which together shall constitute but a singledocuments.[*remainder of page intentionally left blank*]
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     IN WITNESS WHEREOF, Employee has hereunder set Employee’s hand and seal, andEmployer has caused this Agreement to be executed and delivered by its duly authorizedofficers, all as of the day and year first above written.                 /s/ Keith Rentzel       Witness     KEITH RENTZEL           ATTEST   ALLIED SYSTEMS HOLDINGS, INC.           By:     By: /s/ Thomas Duffy             Its:   Its:       Secretary                   [CORPORATE SEAL]        
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**EXHIBIT A****SEVERANCE AGREEMENT AND FULL RELEASE**     This Severance Agreement and Full Release (“Release Agreement”) is made and enteredinto this                      day of                                         ,                      (“Execution Date”) by and between KeithRentzel (“Employee,” a term which includes Employee, Employee’s spouse, and all assigns, heirs, andsuccessors in interest) and Allied Systems Holdings, Inc., a Delaware corporation (“Company,” aterm which includes Company, its parent, subsidiary and affiliated organizations, their successorsin interest, and their respective agents, Employees, officers, directors and attorney).     WHEREAS Employee and Company are parties to an employment agreement under which Employeeis entitled to receive certain severance benefits under certain conditions, including theexecution of this Release Agreement, and     WHEREAS Employee and Company have mutually agreed that Employee is entitled to receive theseverance benefits described in Employee’s employment agreement in consideration for the executionof this Release Agreement, it is herebyAGREED AS FOLLOWS:     1. TERMINATION OF EMPLOYMENT. Employee agrees that his/her employment relationshipwith Company has terminated or will terminate on [*date*], whereupon all benefits, privileges andauthorities related thereto ceased, except as set forth herein.     2. NO ADMISSION BY COMPANY. Company and Employee agree that the entry of the partiesinto this Release Agreement is not and shall not be construed to be an admission of liability orwrongdoing on the part of Company.     3. FUTURE COOPERATION. Employee AGREES that, notwithstanding Employee’s termination onthe date specified above, Employee will make him/herself available upon reasonable notice toCompany or its designated representatives for the purposes of: (1) Providing information regardingthe projects, files and/or clients with whom Employee worked for the purpose of transitioning suchprojects, files and/or clients to other Company Employees as the result of Employee’s termination;(2) Providing information and/or testimony regarding any other matter, file, project and or clientwith whom Employee was involved while employed by Company.     4. CONSIDERATION. Within ten days following the expiration of the revocation perioddescribed in Section 17 below, Company shall pay Employee [*describe compensation*] in considerationfor Employee signing this Release Agreement and agreeing to its terms. Employee agrees andacknowledges that this is consideration to which Employee would not otherwise be entitled absentexecution of this Release Agreement.
 

 
     5. OTHER BENEFITS. Nothing in this Release Agreement shall:          (a) alter or reduce any vested, accrued benefits (if any) Employee may have to any pensionbenefits to which Employee may be entitled under any retirement or 401(k) plan established byCompany;          (b) affect Employee’s right (if any) to elect and pay for continuation of Employee’shealth insurance coverage under the Health Benefit Plan pursuant to the Consolidated OmnibusBudget Reconciliation Act of 1985 (C.O.B.R.A.).          Employee shall receive his or her final paycheck for services rendered through [*date*] in theordinary course of business according to the payroll policies and procedures of Company and subjectto ordinary and lawful deductions. Employee waives any claim to any further compensation orbenefits other than those expressly set forth in this Release Agreement.     6. EMPLOYEE’S FULL RELEASE OF ALL CLAIMS AGAINST COMPANY. In consideration for theundertakings and promises of Company set forth in this ReleaseAgreement, Employee unconditionally releases, discharges, and holds harmless Company, itscorporate affiliates, officers, directors, shareholders, Employees, agents, insurers andattorneys as individuals; and the successors and assigns of each (collectively referred to as “Releasees”),from each and every claim, cause of action, right, liability or demand of any kind and nature, andfrom any claims which may be derived therefrom (collectively referred to as “claims”), thatEmployee had, has, or might claim to have against Releasees at the time Employee executes this ReleaseAgreement, including but not limited to any and all claims:          (a) arising from Employee’s employment, pay, bonuses, vacation or any other Employee benefits,and other terms and conditions of employment or employment practices of Company;          (b) relating to the termination of Employee’s employment with Company or the surroundingcircumstances thereof;          (c) relating to payment of any attorney’s fees for Employee;          (d) based on discrimination on the basis of race, color, religion, sex, national origin,handicap, disability, age or any other category protected by law under Title VII of the CivilRights Act of 1964, the Civil Rights Act of 1991, Executive Order 11246, the Age Discrimination inEmployment Act, the Older Workers Benefits Protection Act, the Equal Pay Act, the Americans WithDisabilities Act, the Equal Pay Act, the Americans With Disabilities Act, the Rehabilitation Act of1973, the Consolidated Omnibus Budget Reconciliation Act of 1985, (as any of these laws may havebeen amended) or any other similar labor, employment or anti-discrimination law under state,federal or local law;          (e) based on any contract, tort, whistleblower, personal injury wrongful discharge theoryor other common law theory.
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     7. EMPLOYEE’S COVENANT NOT TO SUE OR ACCEPT RECOVERY. Employee covenants not tosue Company or any party released herein on account of any claim released hereby, or to encite,assist or encourage others to bring claims against Company. Employee further covenants not toaccept, recover or receive any monetary damages or any other form of relief which may arise out ofor in connection with any administrative remedies which may be filed with or pursued independentlyby any governmental agency or agencies, whether federal, state or local.     8. NO INTEREST IN REINSTATEMENT. Employee hereby acknowledges that Employee has nointerest in reinstatement, reemployment or employment with Company, and Employee forever waives anyinterest in or claim of right to any future employment by Company. Employee further covenants notto apply for future employment with Company.     9. CONFIDENTIALITY. Except as otherwise expressly provided in this paragraph, Employeeagrees that the terms, amount of consideration, conditions of this Release Agreement are and shallbe deemed to be confidential and hereafter shall not be disclosed by Employee to any other personor entity. The only disclosures excepted by this paragraph are (a) as may be required by law; (b)Employee may tell prospective employers the dates of Employee’s employment, positions held,evaluations received, Employee’s duties and responsibilities and salary history with Company; (c)Employee may disclose the terms and conditions of this Release Agreement to Employee’s attorneysand tax advisers; and (d) Employee may disclose the terms and conditions of this Release Agreementto Employee’s spouse (if any); provided, however, that Employee makes Employee’s spouse, attorneysand/or tax advisers aware of the confidentiality provisions of this paragraph, and further providedthat Employee will be responsible for any breaches of this confidentiality paragraph by his/herspouse, attorneys or tax advisers to the same extent as if Employee had directly breached thisparagraph.     10. NO HARASSING CONDUCT. Employee further agrees and promises that Employee will notinduce or incite claims of discrimination, wrongful discharge, breach of contract, tortious acts,or any other claims against Company by any other person or entity, that Employee shall notundertake any harassing or disparaging conduct directed at any of the parties, and that Employeeshall refrain from making any negative or derogatory statements concerning Company at any time inthe future. Provided, however, this provision may not be used to restrict the exercise ofEmployee’s rights under local, state or federal law.     11. CONSTRUCTION OF RELEASE AGREEMENT AND VENUE FOR DISPUTES. This Release Agreementshall be deemed to have been jointly drafted by the parties, and shall not be construed against anyparty. It shall be governed by the law of the State of Georgia, and the parties agree that anyactions arising out of or relating to the interpretation or enforcement of this Release Agreementmust be brought exclusively in either the Superior Court of DeKalb County, Georgia or the UnitedStates District Court for the Northern District of Georgia. The parties consent to the personaljurisdiction and venue of such courts and waive all possible objections thereto.
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     12. SEVERABILITY. The parties agree that the provisions of this Release Agreementshall be construed in favor of their reasonable nature, legality, and enforceability, in that anyreading causing unenforceability shall yield to a construction permitting enforceability. If anysingle provision or clause shall be found unenforceable, it shall be severed and the remainingcovenants and clauses enforced in accordance with the tenor of the Release Agreement.     13. NO RELIANCE UPON OTHER STATEMENTS. This Release Agreement is entered into withoutreliance upon any statement or representation of any party hereto or parties hereby released otherthan the statements and representations contained in writing in this Release Agreement.     14. ENTIRE UNDERSTANDING. The parties acknowledge that this Release Agreement containsthe entire understanding of the parties with respect to the subject matter contained herein, andthat it may not be modified other than in a writing signed by the parties hereto. Any provisions ofany employment agreement between Employee and Company which survive termination or cessation ofEmployee’s employment by their terms, including, without limitation, restrictive covenants, shallbe unaffected by this Release Agreement.     15. NO WAIVER. Any failure by any party to enforce any of their rights and privilegesunder this Release Agreement shall not be deemed to constitute waiver of any rights and privilegescontained herein.     16. FULL AND KNOWING RELEASE. By signing this Release Agreement, Employeecertifies that:          (a) Employee has carefully read and fully understands the provisions of this ReleaseAgreement;          (b) Employee was advised by Company in writing, via this Release Agreement, toconsult with an attorney before signing this Release Agreement;          (c) Company hereby allows Employee a reasonable period of time from its initial presentationto Employee (at least 21 days) to consider this Release Agreement before signing it, shouldEmployee so desire; and,          (d) Employee agrees to its terms knowingly, voluntarily and without intimidation,coercion or pressure.     17. REVOCATION OF RELEASE AGREEMENT. Employee may revoke thisRelease Agreement within seven (7) calendar days after signing it. To be effective, suchrevocation must be received in writing by [*name, title*] at the offices of Company at [*address,city, state*]*.*Revocation can be made by hand delivery, telegram, facsimile, or postmarkingbefore the expiration of this seven (7) days period.
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     IN WITNESS WHEREOF the undersigned hereunto set their hands to this ReleaseAgreement on the dates written below.     Executed this                      day of                                         ,                     .         EMPLOYEE ALLIED SYSTEMS HOLDINGS, INC.                   KEITH RENTZEL    By*:*   [*insert name, title*]  
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