exv10w10






Exhibit 10.10




SEPARATION AGREEMENT



This Separation Agreement (“Agreement”) and the Release, which is attached and incorporated
by reference as Exhibit A (the “Release”), are made by and between Lawrence W. Getlin,
(“Employee”) and American Medical Systems, Inc., and its respective parent and subsidiary
corporations, affiliates, successors, predecessors, shareholders, present or former officers,
directors, agents, employees, attorneys, whether in their individual or official capacities,
benefit plans and plan administrators, and insurers (collectively referred to as “Employer”
or “Company”).



The Employer and Employee (the “Parties”) wish to end their employment relationship in an
honorable, dignified and orderly fashion. Toward that end, the parties have agreed to separate
according to the following terms.



The Employer does not believe that it has any claims against the Employee, nor do the Parties
believe that the Employee has any claims against the Employer. Nevertheless, the Parties have
agreed upon the following separation terms, in full resolution of any actual or potential claims
arising out of the Employee’s employment with and separation from Employer.



IN CONSIDERATION OF THIS ENTIRE SEPARATION AGREEMENT, THE PARTIES AGREE AS FOLLOWS:




     1. Employment Transition and Termination. From the date hereof through March 31, 2010
(the “Transition Period”), Employer will continue to employ Employee as Senior Vice
President, Compliance, Legal and Quality Systems. During the Transition Period, Employee will
perform his regular duties and responsibilities as Senior Vice President, Compliance, Legal and
Quality Systems, and will assist in transitioning his responsibilities as requested by the
Employer. The Employee agrees to work cooperatively, and will satisfy the Employer’s performance
and transition expectations during the Transition Period. During the Transition Period, Employee
will continue to receive from Employer his current salary and other benefits to which he is
currently entitled. Employee shall execute the Release within twenty-one (21) days of receiving
this Agreement. Employee shall retire, and Employee’s employment will terminate, on March 31, 2010
(the “Termination Date”). Employee’s status as (a) an officer of American Medical Systems
Holdings, Inc., American Medical Systems, Inc. and any of its direct and indirect subsidiaries, and
(b) a member of the Employer’s employee benefits committee terminated effective as of February 28,
2010. Employee shall execute the Release within twenty-one (21) days of receiving this Agreement.



     2. Consideration. Upon execution of this Agreement and the Release, and after the
expiration of all statutory rescission periods without any rescission of the Release, the Employer
shall provide the Employee with the severance payments and benefits set forth in this Section 2.




	 	(a)	 	Severance Pay. The Employer shall pay the Employee $262,700, which is
equal to twelve (12) months of his current annualized base salary in a lump sum with
the first regular payroll following the expiration of all rescission periods after the
Termination Date, subject to applicable withholding taxes.




 









 






	 	(b)	 	2010 EVIP. The Employee will participate in the Company’s 2010
Executive Variable Incentive Plan (“2010 EVIP”) through the Termination Date
and will be paid the bonus payable under the 2010 EVIP for achieving revenue and net
income objectives for the first quarter of 2010 in accordance with the 2010 EVIP. The
Employee will not be eligible for a bonus under the 2010 EVIP for any period after the
Termination Date nor will the Employee be eligible for a pro-rated portion of the
annual cash flow objective.
	 
	 	(c)	 	Benefit Continuation. The Employer shall provide the Employee with
information and election materials regarding continuation coverage in accordance with
applicable state and/or federal law. If, after the Termination Date, the Employee
elects continuation coverage under the Employer’s group Medical and Dental plans in
accordance with applicable state and/or federal law and pays the full amount of the
cost of continuation coverage in a timely manner in accordance with applicable state
and/or federal law, then for the Premium Reimbursement Period the Employer shall
reimburse the Employee for a portion of the Employee’s monthly cost of such
continuation coverage. The “Premium Reimbursement Period shall mean the period ending
on the earlier of (a) March 31, 2011, or (b) the date on which the Employee first
becomes eligible to participate as an employee in a plan of another employer providing
group health and dental benefits to the Employee and the Employee’s eligible family
members and dependents, which plan does not contain any exclusion or limitation with
respect to any pre-existing condition of the Employee or any eligible family member or
dependent who would otherwise be covered under the Employer’s plan . The portion of
the cost of continuation coverage for which the Employer shall reimburse the Employee
is the portion in excess of that portion the Employee would have been responsible had
the Employee’s termination of employment not occurred. Employee will be reimbursed on a
monthly basis as soon as practicable after the date the Employer has verified with the
third party COBRA administrator that 100% of the prior month’s COBRA premium has been
paid by the Employee.
	 
	 	(d)	 	Life Insurance. During each month of the Premium Reimbursement Period,
the Employee shall be entitled to receive life insurance coverage substantially
equivalent to the coverage Employee had on the day immediately prior to the Termination
Date, including coverage then in effect for the Employee’s spouse and dependents.
Employee shall be required to pay no more for such life insurance than Employee paid as
an active employee immediately before the Termination Date. In order to continue life
insurance coverage, Employee must timely elect continuation or the portability option
available under the Employer’s group life insurance policy or policies and pay the full
premium for such coverage following the Termination Date. The Employer will reimburse
the Employee at least quarterly for the amount by which such life insurance premium
exceeds the amount the Employee paid for such coverage as an active employee
immediately prior to the Termination Date, and in all events reimbursement shall be
made on or before the last day of the calendar year following the calendar year in
which the premium was incurred.




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	 	(e)	 	Vacation/Floating Holidays/United Way Days. The Employer will pay the
Employee for the Employee’s accrued and unused vacation/floating holidays/United Way
days, as of the Termination Date.
	 
	 	(f)	 	Stock Options. The Employer and the Employee acknowledge and agree
that, as of the Termination Date, Employee holds vested and unvested options to
purchase shares of Common Stock of American Medical Systems Holdings, Inc., as set
forth on the stock option schedule attached hereto and that an aggregate of 325,312
options are vested (as set forth under the column “Shares Exercisable”) as of the
Termination Date (assuming Employee does not exercise any such vested options prior to
the Termination Date). All such vested options shall remain exercisable through the
applicable date set forth in the stock option schedule attached hereto. All such
unvested options will be forfeited.





     3. Compliance with Prior Agreements. The Employee acknowledges the legitimate
Employer interests which the Restrictions set forth in Section 6 of the Change in Control Severance
Agreement, dated April 2, 2007, between American Medical Systems Holdings, Inc. and the Employee
(the “CIC Agreement”) are designed to protect. The Employee further agrees that the
Restrictions set forth in Section 6 of the CIC Agreement are reasonable in their scope and
duration, and are supported by adequate consideration, including but not limited to the benefits
contained in the CIC Agreement and this Agreement. The Employee agrees that he will fully comply
with those Restrictions in accordance with their terms. The Employee further agrees that he will
fully comply with any prior agreements entered into with the Employer regarding assignment of
inventions, trade secrets or confidentiality. The Employee also agrees not to divulge or use any
trade secrets, confidential information, or other proprietary information of the Employer which he
obtained, or to which he had access during his employment with the Employer.



     4. Release. In consideration of the compensation paid by and other undertakings of
Employer stated in this Agreement, the Employee will execute the Release within twenty-one (21)
days of receiving this Agreement and will re-execute the Release on or after the Termination Date.
The Employee understands that he is not entitled to the compensation and benefits set forth in
Sections 2(a), (b), (c) and (d) unless he signs, and does not rescind, the Release.



     5. Stipulation of No Charges. The Employee affirmatively represents that he has not
filed nor caused to be filed any charges, claims, complaints, or actions against the Employer
before any federal, state, or local administrative agency, court, or other forum. The Employee
further waives any right to any form of recovery or compensation from any legal action filed or
threatened to be filed by him or on his behalf based on his employment with, or separation of
employment from, the Employer. This does not preclude the Employee from eligibility for
unemployment benefits, and does not preclude or obstruct the Employee’s right to file a Charge with
the Equal Employment Opportunity Commission (“EEOC”).



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     6. Non-Disparagement. The Parties to this Agreement agree that they will make no
disparaging or defamatory comments regarding the other Party. Furthermore, the Employee agrees not
to assist or encourage in any way any individual or group of individuals to bring or pursue a
lawsuit, charge, complaint, or grievance, or make any other demands against Employer.



     7. Non-Admissions. The Parties expressly deny any and all liability or wrongdoing and
agree that nothing in this Agreement or the Release shall be deemed to represent any concession or
admission of such liability or wrongdoing or any waiver of any defense.



     8. Invalidity. In case any one or more of the provisions of this Agreement or Release
shall be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained in this Agreement and Release will not in any
way be affected or impaired thereby.



     9. Return of Property and Cooperation. The Employee shall return, on or before the
Termination Date, and not retain in any form or format, all Employer documents, data, and other
property in the Employee’s possession or control. The Employee will permanently delete from any
electronic media in the Employee’s possession, custody, or control or to which employee has access,
all documents or electronically stored images of the Employer. The Employee also agrees that he
will, prior to the Termination Date, provide the Employer with a list of any documents that the
Employee created or is otherwise aware that are password-protected and the password(s) necessary to
access such documents. The Employee shall cooperate with the Employer and shall use the Employee’s
best efforts to ensure that both the Employer’s interests and those of the Employee are mutually
protected, and to be available, on a reasonable basis, to answer questions that may arise to
achieve a smooth transition. The Employer’s obligations under this Agreement are contingent upon
the Employee returning all Employer documents, data, and other property and cooperating with the
Employer as set forth above. The Employee agrees to be available after the Termination Date at
reasonable times and upon reasonable notice from the Company, with or without a subpoena, to be
interviewed, review documents or things, give depositions, testify, or engage in other reasonable
activities, with respect to investigations, litigation, arbitration or other legal proceedings
concerning which the Employee has or may have knowledge as a result of or in connection with his
employment by the Employer. In performing his obligations to testify or otherwise provide
information, the Employee will honestly, truthfully, forthrightly, and completely provide the
information requested.



     10. Withholding For Amounts Owed to Employer. Execution of this Separation Agreement
shall constitute the Employee’s authorization for the Employer to make deductions from the
Employee’s wage payments and/or severance payments, for the Employee’s indebtedness to the
Employer, or to repay the Employer for unaccrued Paid Time Off already taken, employee purchases,
wage or benefit overpayment, or other Employer claims against the Employee.



     11. Voluntary and Knowing Action. The Employee acknowledges that he has read and
understands the terms of this Agreement and the Release, that he has been advised by the Employer
to consult with an attorney, that he has had a sufficient opportunity to review this Agreement and
the Release with his attorney, and that he is voluntarily and knowingly entering



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into this Agreement and the Release. The Employee agrees that no promise or inducement has
been offered except as set forth in this Agreement and Release, and that the Employee is signing
this Agreement without reliance upon any statement or representation by the Employer or any
representative or agent of the Employer. The Employee understands that this Agreement and the
attached Release will have a final and binding effect and that by executing this Agreement, he may
be giving up legal rights.




     12. Entire Agreement. Except for any continuing obligations under the agreements set
forth in Section 3 of this Agreement or any related Employer policy, this is the entire Agreement
between the Employer and the Employee relating to the Employee’s termination from employment and,
except as provided in Section 3 of this Agreement, supersedes any prior oral or written
understanding between the parties.



     13. Invalidity and Severability. In case any one or more of the provisions of this
Agreement or Release shall be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained in this Agreement and Release
will not in any way be affected or impaired thereby.



     14. Governing Law. This Agreement will be construed and interpreted in accordance
with applicable federal laws and the laws of the State of Minnesota. If either party brings a
legal action pursuant to this Agreement and Release including, but not limited to, an action to
enforce its terms or to challenge its validity, such legal action shall be properly filed in a
court of competent jurisdiction located in Hennepin County, Minnesota.



	 	 	 	 	 
	 	Lawrence W. Getlin

 	 
	March 31, 2010 	/s/ Lawrence W. Getlin
 	 
	 	 	 
	 	 	 
	 	AMERICAN MEDICAL SYSTEMS, INC.

 	 
	April 12, 2010 	By:  	/s/ Randall R. Ross
 	 
	 	 	Randall R. Ross 	 
	 	 	Senior Vice President, Human Resources 	 



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EXHIBIT A




RELEASE





	1.	 	Definitions. I intend all words used in this Release to have their plain meanings in
ordinary English. Technical legal words are not needed to describe what I mean. Specific
terms I use in this Release have the following meanings:






	 	(a)	 	“I,” “me,” and “my” include both me, Lawrence W. Getlin
and anyone who has or obtains any legal rights or claims through me.
	 
	 	(b)	 	“Company,” as used in this Release, shall at all times mean American
Medical Systems, Inc., and its respective parent and/or subsidiary corporations,
affiliates, successors, predecessors, shareholders, present and/or former officers,
directors, agents, employees, and attorneys, whether in their individual or official
capacities, benefit plans and plan administrators, and insurers.
	 
	 	(c)	 	“My Claims” mean any and all of the actual or potential claims of any
kind whatsoever I have now against the Company, regardless of whether I now know about
those claims, that are in any way related to my employment with or separation
(termination of employment) from the Company, including, but not limited to, claims for
invasion of privacy; breach of written or oral, express or implied, contract; fraud or
misrepresentation; the Age Discrimination in Employment Act of 1967, as amended,
(“ADEA”), the Older Workers Benefit Protection Act of 1990 (“OWBPA”), Title VII of the
Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”),
the Family Medical Leave Act (“FMLA”), the Employee Retirement Income Security Act of
1974 (“ERISA”), as amended, Equal Pay Act (“EPA”), the Worker Adjustment and Retraining
Notification Act (“WARN”), the Minnesota Human Rights Act, Minnesota Stat. § 363A
et seq., Minnesota Statutes § 181 et seq., and any
other federal, state, or local statute, law, rule, regulation, ordinance or order.
This includes, but is not limited to, claims for violation of any civil rights laws
based on protected class status; claims for discrimination, harassment, assault,
battery, defamation, intentional or negligent infliction of emotional distress, breach
of the covenant of good faith and fair dealing, promissory estoppel, negligence,
violation of public policy, and all other claims for unlawful employment practices, and
all other common law or statutory claims.






	2.	 	Agreement to Release My Claims. Except as stated in Paragraph 5, I agree to release
(give up) and waive all My Claims against the Company. In exchange for my agreement to
release My Claims, I am receiving satisfactory consideration (compensation) from Company to
which I am not otherwise entitled by law, contract, or under any Company policy. The
consideration I am receiving is a full and fair payment for the release of all My Claims. The
Company does not owe me anything in addition to what I will be receiving.
	 
	3.	 	Older Workers Benefit Protection Act. I understand and have been advised that the
above release of My Claims is subject to the terms of the Older Workers Benefit




 









 






	 	 	Protection Act (“OWBPA”). The OWBPA provides that an individual cannot waive a right or
claim under the Age Discrimination in Employment Act (“ADEA”) unless the waiver is knowing
and voluntary. I agree that I am signing this Release voluntarily, and with full knowledge
of its consequences. I understand that the Company is giving me at least twenty-one (21)
days from the date I received a copy of this Release to decide whether I want to sign it. I
acknowledge that I have been advised to use this time to consult with an attorney about the
effect of this Release. If I sign this Release before the end of the twenty-one (21) day
period it will be my personal, voluntary decision to do so, and will be done with full
knowledge of my legal rights. I agree that material and/or immaterial changes to this
Release will not restart the running of this consideration period.
	 
	4.	 	Exclusions from Release. My Claims do not include my rights, if any, to claim the
following: Unemployment Insurance benefits; claims for my vested post-termination benefits
under any 401(k) or similar retirement benefit plan; my COBRA rights; my rights to enforce the
terms of this Release; or my rights to assert claims that are based on events occurring after
this Release becomes effective. In addition:






	 	(a)	 	Nothing in this Release interferes with my right to file a charge with the
Equal Employment Opportunity Commission (“EEOC”), or participate in any manner in an
EEOC investigation or proceeding under Title VII, the ADA, the ADEA, or the EPA. I,
however, understand that I am waiving my right to recover individual relief including,
but not limited to, back pay, front pay, reinstatement, attorneys’ fees, and/or
punitive damages, in any administrative or legal action whether brought by the EEOC, by
me, or any other party.
	 
	 	(b)	 	Nothing in this Release interferes with my right to challenge the knowing and
voluntary nature of this Release under the ADEA and/or OWBPA.
	 
	 	(c)	 	Nothing in this Release limits any rights that I would otherwise have to be
indemnified by the Employer, in my capacity as an officer or employee of the Employer,
under the Employer’s Certificate of Incorporation, Bylaws, directors’ and officers’
insurance policy, Section 145 of the Delaware General Corporation Law or any
indemnification agreement between the Company and me.
	 
	 	(d)	 	I agree that the Company reserves any and all defenses, which it has or might
have against any claims brought by me. This includes, but is not limited to, the
Company’s right to seek available costs and attorneys’ fees, and to have any monetary
award granted to me, if any, reduced by the amount of money that I received in
consideration for this Release.






	5.	 	Right to Rescind and/or Revoke. I understand that I have the right to rescind this
Release only insofar as it extends to potential claims under the Age Discrimination in
Employment Act (“ADEA”) by written notice to the Company within seven (7) calendar days
following my signing this Release, and within fifteen (15) calendar days as to waiver of
claims under the Minnesota Human Rights Act. Any such rescission must be




 









 






	 	 	in writing and hand-delivered to the Company or, if sent by mail, postmarked within the
applicable time period, sent by certified mail, return receipt requested, and addressed as
follows:






	 	(a)	 	post-marked within the seven (7) or fifteen (15) day period;
	 
	 	(b)	 	properly addressed to Randall R. Ross, Senior Vice President of Human
Resources, American Medical Systems, Inc., 10700 Bren Road West, Minnetonka, MN
55343-9679, and
	 
	 	(c)	 	sent by certified mail, return receipt requested.






I understand that the payment I am receiving for settling and releasing My Claims is
contingent upon my agreement to be bound by the terms of this Release. Accordingly, if I
decide to revoke this Release, I understand that I am not entitled to the payments offered
in the attached Settlement Agreement.




	6.	 	I Understand the Terms of this Release. I have had the opportunity to read this
Release carefully and understand all its terms. I have been advised of my right to review
this Release with my own attorney. In agreeing to sign this Release, I have not relied on any
statements or explanations made by the Company or their attorneys. I understand and agree
that this Release and the attached Separation Agreement, and any agreement referenced in
Section 3 of the Separation Agreement, contain all the agreements between the Company and me.
We have no other written or oral agreements.





	 	 	 	 	 
	 	 	 
	 Dated: March 10, 2010  	/s/ Lawrence W. Getlin
 	 
	 	Lawrence W. Getlin 	 
	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A




RELEASE





	1.	 	Definitions. I intend all words used in this Release to have their plain meanings in
ordinary English. Technical legal words are not needed to describe what I mean. Specific
terms I use in this Release have the following meanings:






	 	(a)	 	“I,” “me,” and “my” include both me, Lawrence W. Getlin
and anyone who has or obtains any legal rights or claims through me.
	 
	 	(b)	 	“Company,” as used in this Release, shall at all times mean American
Medical Systems, Inc., and its respective parent and/or subsidiary corporations,
affiliates, successors, predecessors, shareholders, present and/or former officers,
directors, agents, employees, and attorneys, whether in their individual or official
capacities, benefit plans and plan administrators, and insurers.
	 
	 	(c)	 	“My Claims” mean any and all of the actual or potential claims of any
kind whatsoever I have now against the Company, regardless of whether I now know about
those claims, that are in any way related to my employment with or separation
(termination of employment) from the Company, including, but not limited to, claims for
invasion of privacy; breach of written or oral, express or implied, contract; fraud or
misrepresentation; the Age Discrimination in Employment Act of 1967, as amended,
(“ADEA”), the Older Workers Benefit Protection Act of 1990 (“OWBPA”), Title VII of the
Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”),
the Family Medical Leave Act (“FMLA”), the Employee Retirement Income Security Act of
1974 (“ERISA”), as amended, Equal Pay Act (“EPA”), the Worker Adjustment and Retraining
Notification Act (“WARN”), the Minnesota Human Rights Act, Minnesota Stat. § 363A
et seq., Minnesota Statutes § 181 et seq., and any
other federal, state, or local statute, law, rule, regulation, ordinance or order.
This includes, but is not limited to, claims for violation of any civil rights laws
based on protected class status; claims for discrimination, harassment, assault,
battery, defamation, intentional or negligent infliction of emotional distress, breach
of the covenant of good faith and fair dealing, promissory estoppel, negligence,
violation of public policy, and all other claims for unlawful employment practices, and
all other common law or statutory claims.






	2.	 	Agreement to Release My Claims. Except as stated in Paragraph 5, I agree to release
(give up) and waive all My Claims against the Company. In exchange for my agreement to
release My Claims, I am receiving satisfactory consideration (compensation) from Company to
which I am not otherwise entitled by law, contract, or under any Company policy. The
consideration I am receiving is a full and fair payment for the release of all My Claims. The
Company does not owe me anything in addition to what I will be receiving.
	 
	3.	 	Older Workers Benefit Protection Act. I understand and have been advised that the
above release of My Claims is subject to the terms of the Older Workers Benefit




 









 






	 	 	Protection Act (“OWBPA”). The OWBPA provides that an individual cannot waive a right or
claim under the Age Discrimination in Employment Act (“ADEA”) unless the waiver is knowing
and voluntary. I agree that I am signing this Release voluntarily, and with full knowledge
of its consequences. I understand that the Company is giving me at least twenty-one (21)
days from the date I received a copy of this Release to decide whether I want to sign it. I
acknowledge that I have been advised to use this time to consult with an attorney about the
effect of this Release. If I sign this Release before the end of the twenty-one (21) day
period it will be my personal, voluntary decision to do so, and will be done with full
knowledge of my legal rights. I agree that material and/or immaterial changes to this
Release will not restart the running of this consideration period.
	 
	4.	 	Exclusions from Release. My Claims do not include my rights, if any, to claim the
following: Unemployment Insurance benefits; claims for my vested post-termination benefits
under any 401(k) or similar retirement benefit plan; my COBRA rights; my rights to enforce the
terms of this Release; or my rights to assert claims that are based on events occurring after
this Release becomes effective. In addition:






	 	(a)	 	Nothing in this Release interferes with my right to file a charge with the
Equal Employment Opportunity Commission (“EEOC”), or participate in any manner in an
EEOC investigation or proceeding under Title VII, the ADA, the ADEA, or the EPA. I,
however, understand that I am waiving my right to recover individual relief including,
but not limited to, back pay, front pay, reinstatement, attorneys’ fees, and/or
punitive damages, in any administrative or legal action whether brought by the EEOC, by
me, or any other party.
	 
	 	(b)	 	Nothing in this Release interferes with my right to challenge the knowing and
voluntary nature of this Release under the ADEA and/or OWBPA.
	 
	 	(c)	 	Nothing in this Release limits any rights that I would otherwise have to be
indemnified by the Employer, in my capacity as an officer or employee of the Employer,
under the Employer’s Certificate of Incorporation, Bylaws, directors’ and officers’
insurance policy, Section 145 of the Delaware General Corporation Law or any
indemnification agreement between the Company and me.
	 
	 	(d)	 	I agree that the Company reserves any and all defenses, which it has or might
have against any claims brought by me. This includes, but is not limited to, the
Company’s right to seek available costs and attorneys’ fees, and to have any monetary
award granted to me, if any, reduced by the amount of money that I received in
consideration for this Release.






	5.	 	Right to Rescind and/or Revoke. I understand that I have the right to rescind this
Release only insofar as it extends to potential claims under the Age Discrimination in
Employment Act (“ADEA”) by written notice to the Company within seven (7) calendar days
following my signing this Release, and within fifteen (15) calendar days as to waiver of
claims under the Minnesota Human Rights Act. Any such rescission must be




 









 






	 	 	in writing and hand-delivered to the Company or, if sent by mail, postmarked within the
applicable time period, sent by certified mail, return receipt requested, and addressed as
follows:






	 	(a)	 	post-marked within the seven (7) or fifteen (15) day period;
	 
	 	(b)	 	properly addressed to Randall R. Ross, Senior Vice President of Human
Resources, American Medical Systems, Inc., 10700 Bren Road West, Minnetonka, MN
55343-9679, and
	 
	 	(c)	 	sent by certified mail, return receipt requested.






I understand that the payment I am receiving for settling and releasing My Claims is
contingent upon my agreement to be bound by the terms of this Release. Accordingly, if I
decide to revoke this Release, I understand that I am not entitled to the payments offered
in the attached Settlement Agreement.




	6.	 	I Understand the Terms of this Release. I have had the opportunity to read this
Release carefully and understand all its terms. I have been advised of my right to review
this Release with my own attorney. In agreeing to sign this Release, I have not relied on any
statements or explanations made by the Company or their attorneys. I understand and agree
that this Release and the attached Separation Agreement, and any agreement referenced in
Section 3 of the Separation Agreement, contain all the agreements between the Company and me.
We have no other written or oral agreements.





	 	 	 	 	 
	 	 	 
	 Dated: March 31, 2010  	/s/ Lawrence W. Getlin
 	 
	 	Lawrence W. Getlin