exv10w1



 






EXHIBIT 10.1




EXECUTIVE TRANSITION AND RELEASE AGREEMENT




     This Executive Transition and Release Agreement (this “Agreement”) is entered into between H.
Raymond Bingham (“Executive”) and Cadence Design Systems, Inc., a Delaware corporation (“Cadence”
or the “Company”).



     1. EFFECTIVE DATE OF RETIREMENT. As of July 8, 2005 (the “Transition Date”), Executive has
resigned from his position as Executive Chairman of the Board (“Executive Chairman”) and
acknowledges and agrees that he has relinquished all of the authority and responsibilities of such
position. Executive also resigned from the Board of Directors of the Company (the “Board”), and
his positions with any and all of the Company’s subsidiaries and affiliates, as well as any trade
associations and similar memberships, effective as of the Transition Date; provided, however, that
Executive shall remain an employee of Cadence until 11:59 p.m., California time, on July 31, 2005
(the “Termination Date”). On or after the Termination Date, Executive will (a) be paid promptly
any earned but unpaid base salary, less applicable tax deductions and withholding; (b) not later
than on or about August 18, 2005, be paid a bonus of 40% of Executive’s annual target bonus under
Cadence’s Senior Executive Bonus Plan with respect to performance for the first half of 2005, to be
calculated using the Company Performance Multiplier achieved by Cadence for the first half of 2005
and an Individual Performance Multiplier of 1.0, less applicable tax deductions and withholding;
(c) have submitted, on or before September 1, 2005, any requests for expense reimbursement, which
requests shall be processed and paid in accordance with the Company’s applicable expense
reimbursement policy as currently in effect; and (d) be paid other unpaid vested amounts or
benefits under the compensation, incentive and benefit plans of the Company in which Executive
participates or for which Executive is eligible, whether as an employee of the Company or as a
member of the Board, or under the Employment Agreement (as defined in Section 2(g) hereof), in each
case in accordance with the terms of such compensation, incentive and benefit plans or the
Employment Agreement. The payment of the foregoing amounts shall in any event be made to Executive
on or before the date required by applicable law.



     As of the first day of the month following the Termination Date, except as otherwise expressly
provided herein, Executive will no longer participate in Cadence’s employee benefit plans and will
not be eligible for a bonus for any services rendered after that date, except as expressly provided
herein.



     2. NONCOMPETITION AND SOLICITATION.



     a. Except as otherwise provided in Section 2(b) of this Agreement, Executive’s obligations
hereunder will not preclude Executive from accepting and holding full-time employment or providing
his personal services elsewhere.



     b. As a member of Cadence’s Board, as well as other positions Executive has held with
Cadence, Executive has obtained extensive and valuable knowledge and information concerning
Cadence’s business (including confidential information relating to Cadence and its operations,
intellectual property, assets, contracts, customers, suppliers, personnel, plans, marketing plans,
research and development plans and prospects). Executive acknowledges and agrees that it



 









 







would be virtually impossible for Executive to work as an employee, consultant or advisor in those
businesses in the electronic design automation industry that compete most directly with Cadence
without inevitably disclosing confidential and proprietary information belonging to Cadence.
Accordingly, for a period of 12 months following the Termination Date, Executive will not, directly
or indirectly, provide services, whether as an employee, consultant, independent contractor, agent,
sole proprietor, partner, joint venturer, corporate officer or director, on behalf of Synopsys,
Inc., Magma Design Automation, Inc., Mentor Graphics Corporation, or PDF Solutions, Inc. Executive
may, however, provide such services to any other business without violating this Section 2(b), as
long as such services comply with the Employee Proprietary Information and Inventions Agreement (as
defined in Section 8 below).



     c. For a period of 24 months following the Termination Date, Executive will be prohibited, to
the fullest extent allowed by applicable law, and except with the advance written approval of the
then Chief Executive Officer (“CEO”) or General Counsel of Cadence, from voluntarily or
involuntarily, for any reason whatsoever, directly or indirectly, individually or on behalf of
persons or entities not now parties to this Agreement, encouraging, inducing or attempting to
induce, soliciting or attempting to solicit for employment, contractor or consulting opportunities
anyone who is employed at the Termination Date, or was employed during the previous one year, by
Cadence or any Cadence affiliate.



     d. For a period of 12 months following the Termination Date, Executive will be prohibited, to
the fullest extent allowed by applicable law, and except with the advance written approval of the
then CEO or General Counsel of Cadence, from directly or indirectly, individually or on behalf of
persons or entities not now parties to this Agreement, intentionally and knowingly interfering or
attempting to interfere with the relationship or prospective relationship of Cadence or any Cadence
affiliate with any former, present or future client, customer, supplier, joint venture partner or
financial backer of Cadence or any Cadence affiliate.



     e. Executive will fully cooperate with Cadence in all matters relating to his employment and
the termination thereof, including the winding up of work performed in Executive’s prior position
and the orderly transition of such work to other Cadence employees. Cadence will reasonably supply
Executive with the resources that he requests in order to discharge such responsibilities,
including but not limited to staff support and tech support until the Termination Date or, in
Cadence’s sole discretion, thereafter (but not beyond August 31, 2005). From August 1, 2005 until
October 31, 2005, Cadence will provide Executive with access to voicemail and a Cadence e-mail
address. Executive also agrees to participate as a witness in any litigation or regulatory
proceeding to which the Company or any of its affiliates is a party at the request of the Company
upon delivery to Executive of reasonable advance notice and the Company’s written commitment to
reimburse Executive for all reasonable expenses incurred in connection therewith.



     f. Executive will not make any statement, written or oral, that disparages Cadence or any of
its affiliates, or any of Cadence’s or its affiliates’ products, services, policies, business
practices, employees, executives, officers or directors. The foregoing provision shall not
preclude Executive from making any statements required by applicable law.



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     g. Notwithstanding Section 5 of Executive’s Employment Agreement with the Company, effective
as of October 1, 2004 (the “Employment Agreement”), the parties agree that damages would be an
inadequate remedy for Cadence in the event of a breach or threatened breach by Executive of Section
2(b), 2(c), 2(d) or 2(f) hereof. In the event of any such breach or threatened breach, Cadence
may, either with or without pursuing any potential damage remedies, obtain from a court of
competent jurisdiction, and enforce, an injunction prohibiting Executive from violating any such
section of this Agreement and requiring Executive to comply with such terms of this Agreement.



     3. TRANSITION AND TERMINATION PAYMENTS AND BENEFITS. In consideration for Executive’s
resignation and Executive’s execution of this Agreement (including the release set forth in Section
5 hereof), Cadence will provide the following termination payments and benefits to which Executive
would not otherwise be entitled, provided that (i) the Effective Date (as defined in Section 6
hereof) and the Termination Date have occurred and (ii) Executive has returned to the Company all
copies (whether printed, electronic or in any other medium) of all records, documents, materials
and files containing or relating to confidential, proprietary or sensitive company information in
his possession or control during his period of employment with Cadence, as well as all other
company-owned property then in his possession (other than those items set forth in Section 3(c)
below):



     a. All of the unvested options and other outstanding stock awards held by Executive on the
Termination Date, which would have vested over the succeeding thirty (30) month period had
Executive continued to serve as Executive Chairman under the Employment Agreement during that
period, shall immediately vest and become exercisable in full on the Termination Date; there shall
be no further vesting of those options or stock awards, notwithstanding any provision in any stock
option or stock agreement to the contrary. This acceleration will have no effect on any other
provisions of the stock awards. For the avoidance of doubt, the Company hereby confirms that
Executive shall have a period of one (1) year from the Termination Date during which to exercise
the outstanding options held by Executive on the Termination Date, as set forth in the terms of the
option agreements documenting the terms of such grants from the Company to Executive. Executive
hereby acknowledges and agrees that he is in possession of material, non-public information
regarding Cadence and, as a result, shall remain subject to the Company’s “Insider Trading Policy”
until August 1, 2005, after which time he will no longer be subject to the Company’s “Insider
Trading Policy” unless specifically notified by the Company’s General Counsel prior to August 1,
2005 as to the additional length of time that he shall be subject to such policy and the reason
therefor.



     b. The Company shall continue to provide Executive with, and bear the full cost of, health,
disability and life insurance coverage for Executive, his spouse and dependents to the extent that
such coverage is commensurate with the coverage now provided to Executive, his spouse and
dependents as of the Transition Date, for a period of 12 months following the Termination Date.
The Company shall structure such health, disability and life insurance coverage as nontaxable
benefits to the maximum extent possible, but, as long as the Company has satisfied its obligation
under this sentence, the Company’s cost coverage or reimbursement obligation shall in no event
include any amount to compensate for any tax liability including without limitation any
“gross-up” amount. For a period of six months following the Termination



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Date, Executive shall be responsible for the full cost of such coverage; provided, however, that
such costs paid by Executive shall be fully reimbursed by the Company as soon as administratively
feasible following the termination of such six month period. For the second six month period,
commencing on February 1, 2006 and ending on July 31, 2006, the Company shall pay directly the full
cost of such coverage. With respect to Executive’s disability insurance coverage, which, after the
Termination Date, the Company is unable to provide to Executive under the Company-sponsored
disability insurance plans, the Company will use its best efforts to assist Executive in applying
for alternative coverage that is commensurate with the coverage Executive had under existing
Company plans immediately prior to the Transition Date. Specifically for health insurance
coverage, to the extent permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”) and by the Company’s group health insurance policies, Executive shall elect COBRA
continuation coverage and Executive shall be responsible for the full cost of Executive’s and his
covered dependents’ COBRA continuation premiums for a period of six months following the
Termination Date; provided, however, that such costs shall be fully reimbursed by the Company as
soon as administratively feasible following the termination of such six-month period. For the
second six-month period, commencing on February 1, 2006 and ending on July 31, 2006, the Company
shall pay the full cost of Executive’s and his covered dependents’ COBRA continuation premiums.
Executive agrees to notify both the General Counsel and the executive overseeing Human Resources at
Cadence, in writing, immediately upon the commencement of health benefit coverage that would cause
Executive’s COBRA continuation coverage to cease. This paragraph provides only for the Company’s
payment of COBRA continuation premiums for the periods specified above and is not intended to
affect, nor does it affect, the rights of Executive or any of Executive’s covered dependents under
any applicable law with respect to health insurance continuation coverage.



     c. The Company shall transfer to Executive ownership of the home office and personal
communications equipment being used by Executive outside of the office as of the Termination Date,
including Executive’s laptop computer, after it has been reviewed and cleaned by the Cadence
Information Technology department (removing all confidential and proprietary Cadence information
and all Cadence-owned and/or licensed software programs).



     d. In consideration for Executive’s acceptance and non-revocation of this Agreement, Company
will pay to Executive on March 17, 2006, a lump-sum payment equal to the sum of (i) 180% of
Executive’s annual Base Salary at the highest annual rate in effect during Executive’s employment
as Executive Chairman (as of the Transition Date, such amount was $900,000), less applicable tax
deductions and withholding, and (ii) $100,000, less applicable tax deductions and withholding.



     e. In further consideration for Executive’s acceptance of this Agreement and contingent upon
Executive’s adhering to the terms of this Agreement as well as executing and delivering the Release
of Claims at Attachment I (to this Agreement) to the General Counsel of Cadence at any time on or
after March 1, 2006, and not timely revoking such Release of Claims, the Company will pay to
Executive on March 17, 2006 (or the first date on which such Release of Claims becomes effective,
if later) a lump-sum payment equal to 180% of Executive’s annual Target Bonus at the highest target
rate in effect during Executive’s employment as Executive Chairman



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(as of the Transition Date such annual target was $900,000), less applicable tax deductions and
withholding.



Executive agrees that execution of and not revoking the Releases of Claims described in this
Section 3 are consideration for the payments and other consideration made to Executive pursuant to
Section 3.




     f. As promptly as practicable after the Effective Date, Cadence shall amend its 1994
Non-Qualified Deferred Compensation Plan (the “NQDCP”), and take all other necessary actions, to
permit Executive to revoke or reduce his deferral election for compensation otherwise payable after
July 31, 2005, and to authorize him to revise the form of payment election pertaining to
compensation actually deferred in respect of 2005 in a manner consistent with Internal Revenue Code
Section 409A and IRS Notice 2005-1. It is also understood between the parties that Executive shall
receive distribution of his accounts under the NQDCP attributable to deferrals made prior to 2005
consistent with any election heretofore made or modified in a manner consistent with Section 3.5 of
the NQDCP.



     4. NO CHANGE IN CONTROL. This Agreement is not being executed by Executive pursuant to Section
4.5 of the Employment Agreement in connection with a Change in Control (as defined in Section 4.5
of the Employment Agreement).



     5. GENERAL RELEASE OF CLAIMS.



     a. Executive hereby irrevocably, fully and finally releases Cadence, and each of its parents,
subsidiaries, affiliates, directors, officers, agents and employees (collectively, the
“Releasees”), from all causes of action, claims, suits, demands or other obligations or
liabilities, whether known or unknown, suspected or unsuspected, that Executive ever had or now has
as of the time that Executive signs this Agreement which relate to his hiring, his employment with
the Company, the termination of his employment with the Company and claims asserted in shareholder
derivative actions or shareholder class actions against the Company or any of its officers and
members of its Board of Directors, to the extent those derivative or class actions relate to the
period during which Executive served as Chief Financial Officer, CEO or Executive Chairman. The
claims released include, but are not limited to, any claims arising from or related to Executive’s
employment with Cadence and/or Executive’s service on the Board, such as claims arising under (as
amended) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1974, the Americans with Disabilities Act, the Equal Pay Act,
the Fair Labor Standards Act, the California Fair Employment and Housing Act, the California Labor
Code, the Employee Retirement Income Security Act of 1974 (except for any vested right Executive
has to benefits under an ERISA plan), the state and federal Worker Adjustment and Retraining
Notification Act, and the California Business and Professions Code; any other local, state,
federal, or foreign law governing employment; and the common law of contract and tort. In no
event, however, shall any claims, causes of action, suits, demands or other obligations or
liabilities be released pursuant to the foregoing if and to the extent they relate to:



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     i. any amounts or benefits to which Executive is or becomes entitled to pursuant to the
provisions of this Agreement (including, without limitation, Sections 1 and 3 hereof) or
pursuant to the provisions designated in Section 7.12 of the Employment Agreement to survive
the termination of Executive’s full-time employment as Executive Chairman;




     ii. claims for workers’ compensation benefits under any of the Company’s workers’
compensation insurance policies or funds; and




     iii. claims related to Executive’s COBRA rights.



     b. Executive hereby represents and warrants that he has not filed any claim, charge or
complaint against any of the Releasees.



     c. Executive acknowledges and agrees that the payments and other consideration provided to
him in this Agreement constitute adequate consideration for the release set forth in this Section
5.



     d. Executive intends that this release of claims cover all claims subject to this release,
whether or not known to Executive. Executive further recognizes the risk that, subsequent to the
execution of this Agreement, Executive may incur loss, damage or injury that Executive attributes
to the claims encompassed by this release. Executive expressly assumes this risk by signing this
Agreement and voluntarily and specifically waives any rights conferred by California Civil Code
section 1542 which provides as follows:




A general release does not extend to claims which the creditor does not know or suspect to
exist in his or her favor which if known by him or her must have materially affected his or
her settlement with the debtor.



     e. Executive represents and warrants that there has been no assignment or other transfer of
any interest in any claim by Executive that is covered by this release.



     6. REVIEW OF AGREEMENT; REVOCATION OF ACCEPTANCE. Executive has been given at least 21 days
in which to review and consider this Agreement, although Executive is free to accept this Agreement
anytime within that 21-day period. Executive has consulted with an attorney about this Agreement.
If Executive accepts this Agreement, Executive will have an additional 7 days from the date that
Executive signs this Agreement to revoke that acceptance, which Executive may effect by means of a
written notice sent to both the General Counsel and the executive overseeing Human Resources at
Cadence. If this 7-day period expires without a timely revocation, this Agreement will become
final and effective on the 8th day following the date of Executive’s signature and will be the
“Effective Date” of this Agreement.



     7. NO ADMISSION OF LIABILITY. Nothing in this Agreement will constitute or be construed in
any way as an admission of any liability or wrongdoing whatsoever by Cadence (or any of the other
Releasees) or Executive.



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     8. INTEGRATED AGREEMENT. This Agreement, together with the provisions designated in Section
7.12 of the Employment Agreement to survive the termination of Executive’s full-time employment as
Executive Chairman, is intended by the parties to be a complete and final expression of their
rights and duties respecting the subject matter of this Agreement. Notwithstanding anything in the
Employment Agreement to the contrary, this Agreement supersedes in its entirety the form of
Executive Transition and Release Agreement attached to the Employment Agreement as Exhibit A, and
any provisions, rights or duties as set forth therein, as well as that section of Executive’s
Incentive Stock Awards (ID Nos. R20985 and R20982) entitled “Termination of Status as an Employee
or Consultant” as well as any similar provision in any of Executive’s stock option agreements.
Except as expressly provided herein, nothing in this Agreement is intended to negate Executive’s
continuing obligations under Executive’s Employee Proprietary Information and Inventions Agreement,
a copy of which is attached to Executive’s Employment Agreement as Exhibit C, or any other
agreement governing the disclosure and/or use of proprietary information, which Executive signed
while working with Cadence or its predecessors; nor to waive any of Executive’s obligations under
state and federal trade secret laws.



     9. FULL SATISFACTION OF COMPENSATION OBLIGATIONS; ADEQUATE CONSIDERATION. Executive agrees
that the payments and benefits provided herein, together with any payments or benefits to which
Executive is or may become entitled to pursuant to the provisions of the Employment Agreement that
survive the termination of Executive’s full-time employment as Executive Chairman pursuant to
Section 7.12 of the Employment Agreement, are in full satisfaction of all obligations of Cadence to
Executive arising out of or in connection with Executive’s employment through the Termination Date,
including, without limitation, all compensation, salary, bonuses, reimbursement of expenses, and
benefits.



     10. ENFORCEMENT OF RIGHTS.



     a. If Executive is involved in any actual or threatened legal proceeding to enforce or defend
his contractual rights under this Agreement or the Employment Agreement upon or following the
occurrence of a Change in Control (as defined in Section 4.5 of the Employment Agreement), the
Company shall reimburse Executive for all of the reasonable attorneys’ fees and costs and other
expenses incurred by Executive in connection therewith.



     b. Upon the event of any dispute, controversy, claim, litigation or arbitration arising out
of or concerning Executive’s employment by the Company or this Agreement, the prevailing party in
any such dispute, controversy, claim, litigation or arbitration shall be entitled to reasonable
attorneys’ fees (excluding expert fees and costs), except as otherwise set forth in Section 4.8 of
the Employment Agreement (in which the reference to “Transition Agreement” shall mean this
Agreement) or Section 10(a) above.



     c. As provided under Section 7.3(a) of the Employment Agreement, the Company shall pay or
reimburse Executive for all reasonable attorneys’ fees incurred by Executive in connection with the
negotiation, creation and implementation of this Agreement and any other agreements contemplated by
this Agreement.



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     11. TAXES AND OTHER WITHHOLDINGS. Notwithstanding any other provision of this Agreement, the
Company may withhold from amounts payable hereunder all federal, state, local and foreign taxes and
other amounts that are required to be withheld by applicable laws or regulations, and the
withholding of any amount shall be treated as payment thereof for purposes of determining whether
Executive has been paid amounts to which he is entitled.



     12. WAIVER. Neither party shall, by mere lapse of time, without giving notice or taking other
action hereunder, be deemed to have waived any breach by the other party of any of the provisions
of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by
the other shall neither be construed as, nor constitute, a continuing waiver of such breach or of
other breaches of the same or any other provision of this Agreement.



     13. MODIFICATION. This Agreement may not be modified unless such modification is embodied in
writing, signed by the party against whom the modification is to be enforced.



     14. ASSIGNMENT AND SUCCESSORS. Cadence shall have the right to assign its rights and
obligations under this Agreement to an entity that, directly or indirectly, acquires all or
substantially all of the assets of Cadence. The rights and obligations of Cadence under this
Agreement shall inure to the benefit and shall be binding upon the successors and assigns of
Cadence. Executive shall not have any right to assign his obligations under this Agreement and
shall only be entitled to assign his rights under this Agreement upon his death, solely to the
extent permitted by this Agreement, or as otherwise agreed to by Cadence.



     15. SEVERABILITY. In the event that any part of this Agreement is found to be void or
unenforceable, all other provisions of the Agreement will remain in full force and effect.



     16. GOVERNING LAW. This Agreement will be governed and enforced in accordance with the laws of
the State of California, without regard to its conflict of laws principles.



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EXECUTION OF AGREEMENT




The parties execute this Agreement to evidence their acceptance of it.




	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	July 24, 2005	 	 
	 	Dated:	 	July 24, 2005	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	H. RAYMOND BINGHAM	 	 	 	 	 	CADENCE DESIGN SYSTEMS, INC.
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ H. Raymond Bingham

	 	 	 	 	 	By:	 	/s/ R.L. Smith McKeithen
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	R. L. Smith McKeithen
	 

	 	 	 	 	 	 	 	 	 	Senior Vice President & General Counsel






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ATTACHMENT I




RELEASE OF CLAIMS

(To be signed on or about March 1, 2006)




     1. For valuable consideration, I irrevocably, fully and finally release Cadence Design
Systems, Inc. (“Cadence”), and each of its parent, subsidiaries, affiliates, directors, officers,
agents and employees, from all causes of action, claims, suits, demands or other obligations or
liabilities, whether known or unknown, suspected or unsuspected, that I ever had or now have as of
the time that I sign this Release which relate to my hiring, my employment with Cadence, the
termination of my employment with Cadence and claims asserted in shareholder derivative actions or
shareholder class actions against Cadence or any of its officers and members of the Board of
Directors, to the extent those derivative or class actions relate to the period during which I
served as Chief Financial Officer, President and Chief Executive Officer or as Executive Chairman.
The claims released include, but are not limited to, any claims arising from or related to my
employment with Cadence and/or my service on the Board of Directors, such as claims arising under
(as amended) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1974, the Americans with Disabilities Act, the Equal Pay Act,
the Fair Labor Standards Act, the California Fair Employment and Housing Act, the California Labor
Code, the Employee Retirement Income Security Act of 1974 (except for any vested right I have to
benefits under an ERISA plan), the state and federal Worker Adjustment and Retraining Notification
Act, and the California Business and Professions Code; any other local, state, federal, or foreign
law governing employment; and the common law of contract and tort. This Release is not intended
to, and does not, encompass (i) any right to compensation or benefits that I have under my
Executive Transition and Release Agreement with Cadence (including, without limitation, Sections 1
and 3 thereof) or pursuant to those provisions of my Employment Agreement dated as of October 1,
2004 with Cadence, which, pursuant to Section 7.12 of such Employment Agreement survive the
termination of my full-time employment as Executive Chairman, (ii) any claims I may have for
workers’ compensation benefits under any of Cadence’s workers’ compensation insurance policies or
funds, and (iii) any claims related to my COBRA rights.



     2. I intend that this Release cover all claims subject hereto, whether or not known to me. I
further recognize the risk that, subsequent to the execution of this Agreement, I may incur loss,
damage or injury that I attribute to the claims encompassed by this Release. I expressly assume
this risk by signing this Release and voluntarily and specifically waive any rights conferred by
California Civil Code section 1542 which provides as follows:




A general release does not extend to claims which the creditor does not know or suspect to
exist in his or her favor which if known by him or her must have materially affected his or
her settlement with the debtor.



     3. I hereby represent and warrant that there has been no assignment or other transfer of any
interest in any claim by me that is covered by this Release.



 









 





     4. I acknowledge and agree that the payments and other consideration provided and to be
provided to me in connection with my termination from Cadence constitute adequate consideration for
the release set forth herein.



     5. I acknowledge that Cadence has given me 21 days in which to consider this Release and
advised me to consult an attorney about it. I further acknowledge that once I execute this
Release, I will have an additional 7 days in which to revoke my acceptance of this Release by means
of a written notice of revocation given to both the General Counsel and the executive overseeing
Human Resources at Cadence. This Release will not be final and effective until the expiration of
this revocation period.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	.	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	H. RAYMOND BINGHAM