Exhibit 10.8


 


SEPARATION AGREEMENT AND RELEASE


 


THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made as of
March 31, 2005 by and among National Mentor Holdings, Inc., a Delaware
corporation (the “Company”), National Mentor, Inc. a Delaware corporation
(“Employer”), and Donald Monack (“Executive”).


 


WHEREAS, as of the date hereof, Employer is a direct or indirect
subsidiary of the Company.


 


WHEREAS, Executive and Employer are party to an Employment Agreement
dated September 29, 1999, as amended by the First Amendment to Employment
Agreement, dated March 9, 2001 (as amended, the “Employment Agreement”).


 


WHEREAS, Executive was a participant in the National Mentor, Inc.
Equity Deferred Compensation Plan, adopted on March 9, 2001 (as amended, the “2001
Equity Plan”) and in the National Mentor Services, LLC 2003 Deferred
Compensation Plan, adopted on April 30, 2003 (as amended, the “2003 Equity
Plan”), which plans have distributed all amounts owing or to become owing
thereunder to Executive.


 


WHEREAS, Executive is a participant in the National Mentor, Inc.
Executive Deferred Compensation Plan, adopted on March 9, 2001 (as amended, the
“Executive Plan”), the National Mentor, Inc. Executive Deferral Plan (as
amended, the “Deferral Plan”) and in a 401(k) plan of Employer or one of
its Subsidiaries (the “401(k)Plan”).


 


WHEREAS, in connection with Executive’s resignation referenced below,
pursuant to the terms and conditions of the Executive Plan, all amounts owing
or to become owing under the Executive Plan are to be paid in a lump-sum to
Executive.


 


WHEREAS, in connection with Executive’s resignation referenced below,
pursuant to the terms and conditions of the Deferral Plan, all amounts owing or
to become owing under the Deferral Plan are to be paid to Executive.


 


WHEREAS, pursuant to a Management Stock Purchase Agreement dated March 9, 2001
(as amended, the “First Purchase Agreement”), between the Company and
Executive, Executive acquired 116,577.52 shares of the Company’s Common Stock,
par value $.01 per share (“Common Stock”) at a price per share of $1.00.


 


WHEREAS, pursuant to a Management Stock Purchase Agreement dated May
31, 2003 (as amended, the “Second Purchase Agreement” and together with
the First Purchase Agreement, the “Purchase Agreements”), between the
Company and Executive, Executive acquired 17,424.098 shares of Common Stock at
a price per share of $7.00.


 


WHEREAS, pursuant to a Stock Option Agreement dated December 8, 2003
(as amended, the “Stock Option Agreement”), by and between the Company
and Executive, Executive was granted an option to acquire up to 10,000 shares
of Common Stock at a price per share of $7.00.


 


1

















 


WHEREAS, the Company, Executive and certain other stockholders of the
Company are parties to an Amended and Restated Stockholders Agreement dated as
of May 1, 2003 (as amended, the “Stockholders Agreement”).


 


WHEREAS, the Company, Executive and certain other stockholders of the
Company are parties to a Registration Agreement dated as of March 9, 2001 (as
amended, the “Registration  Agreement”).


 


WHEREAS, Executive wishes to resign his positions with the Company and
Employer and each of their respective subsidiaries and the Company and Employer
and each of their respective subsidiaries wish to accept such resignations, in
each case, effective as of March 31, 2005.


 


WHEREAS, on the date hereof and in connection herewith, Executive and
the Company are entering into a Stock Repurchase Agreement in the form attached
hereto as Exhibit A (as amended, the “Repurchase Agreement”).


 


WHEREAS, the Company and Executive have conditioned their execution of
this Agreement upon the concurrent execution of the Repurchase Agreement.


 


NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


1.                
Resignations. Effective as of March 31, 2005 (the “Termination Date”),
Executive hereby irrevocably resigns (i) as an employee of the Company,
Employer and any of their respective subsidiaries, (ii) to the extent he serves
on the board of directors of the Company or any of its subsidiaries, as a
member of such boards of directors and (iii) to the extent that he serves as an
officer, trustee, manager or in a similar position or office to the Company or
any of its subsidiaries, as an officer, trustee, manager or similar position or
office to the Company or any of its subsidiaries. As used in this Agreement,
the term “subsidiary” and “subsidiaries” includes, without limitation, any
not-for-profit entities affiliated with the Company or any of its subsidiaries.


 


2.                 Severance.
In exchange for the general release of all claims pursuant to Section 4
and the Release (as defined below), the provisions of Section 3 hereof,
and the other promises, covenants and agreements by Executive set forth herein,
subject to Executive’s execution and delivery of the Release as provided in Section
4 below (a) during the 24 month period commencing on the Termination Date
(the “Severance Period”), Employer shall pay Executive severance at a
rate equal to $280,000 per annum (subject to mandatory withholdings for taxes)
(“Base Severance”), payable in equal installments on the Company’s regular
salary payment dates (provided that the Board of Directors of the Company, in
its discretion, shall have the option to accelerate the date on which any
payment of any Base Severance payable to Executive would otherwise be paid at
any time, provided further than any such acceleration shall not be deemed to
have shortened the Severance Period), (b) on or about the date of the Closing
(as defined in the Repurchase Agreement), Employer shall pay to Executive in
cash a special bonus in the amount of $111,200 (subject to mandatory
withholdings for taxes), and (c) during the Severance Period, Executive shall
continue to participate in Employer’s group health, dental and vision benefit
plan(s) (excluding, for the avoidance of doubt, any bonus and incentive compensation
plans), on substantially the same terms and conditions as apply from time to


 


2

















 


time
to Employer’s then employed senior executives (except that Employer shall pay
the portion of the insurance premiums for such benefits normally paid by
Executive) (clauses  (a) through (c), collectively, the “Severance
Payments and Benefits”). Following the Severance Period, as permitted by
the continuation coverage provisions of Section 4980B of the U.S. Internal
Revenue Code of 1986, as amended (the “Code”), Executive shall be
offered the opportunity to elect continuation coverage under Employer’s group
medical, dental and vision benefit plan(s) (“COBRA coverage”). Employer
shall provide Executive with the appropriate COBRA coverage notice and election
form for this purpose. If Executive elects COBRA coverage, Executive shall pay
100% of Executive’s (and his dependents’) health, dental and vision insurance
premiums under COBRA, for up to 18 months following the end of the Severance
Period; provided that Executive shall notify Employer immediately of any change
in his circumstances that would warrant discontinuation of his COBRA coverage
and benefits (including but not limited to Executive’s receipt of group
medical, dental or vision benefits from any other employer). The existence and
duration of Executive’s rights and/or the COBRA rights of any of Executive’s
eligible dependents shall be determined in accordance with Section 4980B of the
Code. Except as set forth in this Section 2. Executive agrees that he is
not entitled to any other salary, bonus, severance, reimbursement, benefit or
expectation of remuneration or other monies from the Company or Employer or any
of their respective subsidiaries or Affiliates (as defined in the Release)
except as required by law and except for the distribution of amounts to
Executive pursuant to the terms of (i) the Executive Plan in the aggregate
amount of $109,368.89, (ii) the Deferral Plan and (iii) amounts payable
pursuant to the Repurchase Agreement; provided that, for the avoidance of
doubt, Executive may continue as a participant in the 401(k) Plan to the extent
permitted under the terms thereof. For purposes of the Stock Option Agreement,
the payments set forth in this Section 2 shall constitute severance
payments and the Noncompetition Period (as defined therein) shall continue
until the end of the Severance Period. Following the Termination Date, pursuant
to the terms and conditions of the Executive Plan, Executive shall be distributed
his full balance under the Executive Plan in a lump-sum payment (subject to
mandatory withholdings for taxes) in the aggregate amount of $109,368.89.
Following the Termination Date, pursuant to the terms and conditions of the
Deferral Plan, Executive shall be distributed his full balance under the
Deferral Plan (subject to mandatory withholdings for taxes). In the event of a
material breach by Executive of this Agreement, the Release, the Repurchase
Agreement or the provisions of the other agreements that survive pursuant to Section
3 below, the Company shall, in addition to any other rights or remedies
available at law or in equity or under the Release, be entitled to cease making
payments pursuant to this Section 2.


 


3.                 Termination
and Survival of Agreements. (i) As of the Closing, the First Purchase
Agreement and the Second Purchase Agreement shall terminate and be of no
further force or effect, (ii) as of the Closing, Section 1 through 14 of
the Stock Option Agreement shall terminate and be of no further force or effect
and all other sections of the Stock Option Agreement shall survive and remain
in full force and effect and (iii) on the Termination Date, Sections 1
through 7 and Section 13 of the Employment Agreement shall terminate
and be of no further force or effect and all other sections of the Employment
Agreement shall survive and remain in full force and effect. Executive hereby
reaffirms his obligations pursuant to (i) Sections 8 through 12 and Sections
14 through 19 of the Employment Agreement, which sections shall remain in
full force and effect after the Closing and (ii) Sections 15 through 28
of the Stock Option Agreement, which sections shall remain in full force and
effect after the Closing. As of the Closing, Executive will no longer be deemed
a party to or maintain any interest in the Stockholders Agreement or the
Registration Agreement. On the date


 


3

















 


hereof,
Executive and the Company shall enter into the Repurchase Agreement. The
Repurchase Agreement shall survive the execution of this Agreement and remain
in full force and effect after the Closing.


 


4.                 Cooperation.
Executive agrees to reasonably cooperate with the Company and its subsidiaries
in any internal investigation, any administrative, regulatory, or judicial
proceeding or any dispute with a third party. Executive understands and agrees
that this cooperation may include, but not be limited to, making himself
available to the Company and its subsidiaries upon reasonable notice for interviews
and factual investigations; appearing at the Company’s or its subsidiary’s
request to give testimony without requiring service of a subpoena or other
legal process; volunteering to the Company and its subsidiaries pertinent
information; and turning over to the Company and its subsidiaries all relevant
documents which are or may come into his possession all at times and on
schedules that are reasonably consistent with his other permitted activities
and commitments. Executive understands that in the event the Company or its
subsidiaries ask for his cooperation in accordance with this provision, the
Company or such subsidiary will reimburse him solely for reasonable travel
expenses, (including lodging and meals), upon his submission of receipts.


 


5.                 Non-Disparagement,
etc. Executive agrees not to disparage the Company, its past and present
investors, officers, directors or employees or its Affiliates (as defined in
the Release) and to keep all confidential and proprietary information about the
past or present business affairs of the Company and its Affiliates confidential
unless a prior written release from the Company is obtained. Executive further
agrees that as of the Termination Date, Executive will return to the Company or
its subsidiaries any and all property, tangible or intangible, relating to its
business, which he presently possesses (including, but not limited to,
company-provided credit cards, building or office access cards, keys, computer
equipment, manuals, files, documents, records, software, customer data base and
other data) and that Executive shall not retain any copies, compilations,
extracts, excerpts, summaries or other notes of any such manuals, files,
documents, records, software, customer data base or other data or except as mutually
agreed between Executive and the Company.


 


6.                 General
Release. For the consideration received (including but not limited to the
promises, agreements and payments), all as provided for in this Agreement and
the Repurchase Agreement, Executive agrees to execute and deliver to the
Company on March 31, 2005, the General Release, in the form attached hereto as Exhibit
B, which release shall constitute a part of this Agreement as if it were
set forth herein (the “Release”). The execution of the Release shall supplement
and shall not supersede the terms of this Agreement or the Repurchase
Agreement.


 


7.                 Effective
Date and Revocation. Executive agrees that he has been given 21 days in
which to consider whether to sign this Agreement (including the Release) and the
Repurchase Agreement and has either used that full 21-day period or voluntarily
decided to sign this Agreement before the end of such period. The parties agree
that Executive may revoke the Release at any time within seven days after
executing it, at which time the Release and this Agreement and the Repurchase
Agreement will all revoked and will become null and void. The Release, this
Agreement and the Repurchase Agreement will not be effective or enforceable
until the end of such seven-day period, but they shall be fully effective and
enforceable if the Release is not revoked within such seven-day period.


 


4

















 


8.                 Notices.
All notices, demands or other communications to be given or delivered under or
by reason of the provisions of this Agreement shall be in writing and shall be
deemed to have been given when delivered personally to the recipient, sent to
the recipient by reputable express courier service (charges prepaid) or mailed
to the recipient by certified or registered mail, return receipt requested and
postage prepaid. Such notices, demands and other communications shall be sent
to Executive, to the Company and to Employer at the address indicated below:


 


If
to Company or Employer:


 


National
Mentor Holdings, Inc. 

313 Congress Street 6th Floor 

Boston, MA 02210 

Attention: President


 


with
a copy to:


 


Madison
Dearborn Capital Partners, LLC 

Three First National Plaza, Suite 3800 

Chicago, Illinois 60602 

Attention: Timothy Sullivan


 


If
to Executive:


 


Donald
Monack 

177 Canton Avenue 

Milton, MA 02186


 


or
to such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party.


 


9.                 General
Provisions.


 


(a)           Severability.
Whenever possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.


 


(b)           Complete
Agreement. This Agreement (including the Release once executed), the
Repurchase Agreement, and the provisions of the Stock Option Agreement and the
Employment Agreement which remain in full force and effect as described in Section
3 above, embody the complete agreement and understanding among the parties
and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have
related to the subject matter hereof or thereof in any way. For the avoidance
of doubt, nothing


 


5

















 


in
this Agreement is intended to amend or modify the terms and conditions of the
Executive Plan or the Deferral Plan.


 


(c)           Counterparts.
This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and all of which taken together constitute one and the
same agreement.


 


(d)           Successors and
Assigns. Except as otherwise provided herein, this Agreement shall bind and
inure to the benefit of and be enforceable by Executive and the Company and
Employer and each of their respective subsidiaries and each of their respective
successors and assigns; provided that the rights and obligations of Executive
under this Agreement will not be assignable without the prior written consent
of the Company.


 


(e)           Choice of Law.
All questions concerning the construction, validity and interpretation of this
Agreement will be governed by and construed in accordance with the domestic
laws of the Commonwealth of Massachusetts, without giving effect to any choice
of law or conflict of law provision or rule (whether of the Commonwealth of
Massachusetts or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the Commonwealth of Massachusetts.


 


(f)            Amendment and
Waiver. The provisions of this Agreement may be amended and waived only
with the prior written consent of each of the parties hereto.


 


(g)           Business Days.
If any time period for giving notice or taking action hereunder expires on a
day which is a Saturday, Sunday or holiday in the state in which the Company’s
chief executive office is located, the time period shall be automatically
extended to the business day immediately following such Saturday, Sunday or
holiday.


 


* * * * *


 


6

















 


IN WITNESS WHEREOF, the parties hereto have executed this Separation
Agreement and Release on the date first written above.


 


 


	
   

  	
  /s/ Donald Monack

  	
   

  
	
   

  	
  DONALD MONACK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL MENTOR
  HOLDINGS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward Murphy

  	
   

  
	
   

  	
  Its:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL MENTOR, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Denis Holler

  	
   

  
	
   

  	
  Its:

  	
  Asst. Secretary

  	
   

  



 


7

















 


EXHIBIT B


 


GENERAL RELEASE


 


I, Donald Monack, in consideration of and subject to the performance by
National Mentor Holdings, Inc., a Delaware corporation (the “Holdings”),
and National Mentor, Inc. (“Employer” and collectively with Holdings and
their respective subsidiaries, the “Company”), of their obligations
under the Separation Agreement and Release, dated as of the March 31, 2005 (as
amended, the “Agreement”), and the Repurchase Agreement (as defined in
the Agreement), do hereby release and forever discharge as of the date hereof
the Company and its Affiliates (as defined below) and all present and former
directors, officers, agents, representatives, employees, successors and assigns
of the Company and its Affiliates and the Company’s direct or indirect owners
(collectively, the “Released Parties”) to the extent provided below.
This release constitutes a part of the Agreement.


 


1.                          I
understand that any payments or benefits paid or granted to me under Section
2 of the Agreement represent, in part, consideration for signing this
General Release and are not salary, wages or benefits to which I was already
entitled. I understand and agree that I will not receive the payments and
benefits specified in Section 2 of the Agreement unless I execute this
General Release and do not revoke this General Release within the time period
permitted hereafter or breach this General Release. I also acknowledge and
represent that I have received all payments and benefits that I am entitled to
receive by virtue of any employment by the Company.


 


2.                          Except
(i) as provided in paragraph 4 below, (ii) for my rights under the Repurchase
Agreement (as defined in the Agreement), (iii) for the provisions of the
Employment Agreement (as defined in the Agreement) and the Stock Option
Agreement (as defined in the Agreement) which expressly survive the termination
of my employment with the Company in accordance with the Agreement, (iv) for my
rights under the Agreement to receive the Severance Payments and Benefits (as
defined in the Agreement), (v) for my rights to be paid a lump-sum payment in
the aggregate amount of $109,368.89 pursuant to the Executive Plan (as defined
in the Agreement) and for my rights to be paid amounts pursuant to the Deferral
Plan (as defined in the Agreement), and (vi) for my rights under the 401 (k)
Plan, I knowingly and voluntarily (for myself, my heirs, executors,
administrators and assigns) release and forever discharge the Company and the
other Released Parties from any and all claims, suits, controversies, actions, causes
of action, cross-claims, counter-claims, demands, debts, compensatory damages,
liquidated damages, punitive or exemplary damages, other damages, claims for
costs and attorneys’ fees, or liabilities of any nature whatsoever in law and
in equity, both past and present (through the date this General Release becomes
effective and enforceable) and whether known or unknown, suspected, or claimed
against the Company or any of the Released Parties which I, my spouse, or any
of my heirs, executors, administrators or assigns, may have, which arise out of
or are connected with my employment with, or my separation or termination from,
the Company (including, but not limited to, any allegation, claim or violation,
arising under: the Purchase Agreements (as defined in the Agreement); the
Stockholders Agreement (as defined in the Agreement); the Registration
Agreement (as defined in the Agreement); the sections of the Employment
Agreement and the Stock Option Agreement that are being terminated pursuant to Section
3 of the Agreement; the 2001 Equity Plan (as defined in the Agreement); the
2003 Equity Plan (as defined in the Agreement); the Executive Plan (as defined
in the Agreement); the Deferral Plan (as defined in


 


1

















 


the
Agreement); Title VII of the Civil Rights Act of 1964, as amended; the Civil
Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as
amended (including the Older Workers Benefit Protection Act); the Equal Pay Act
of 1963, as amended; the Americans with Disabilities Act of 1990; the Family
and Medical Leave Act of 1993; the Worker Adjustment Retraining and
Notification Act; the Employee Retirement Income Security Act of 1974; any
applicable Executive Order Programs; the Fair Labor Standards Act; or their
state or local counterparts; or under any other federal, state or local civil
or human rights law, or under any other local, state, or federal law,
regulation or ordinance; or under any public policy, contract or tort, or under
common law; or arising under any policies, practices or procedures of the
Company; or any claim for wrongful discharge, breach of contract, infliction of
emotional distress, defamation; or any claim for costs, fees, or other
expenses, including attorney’s fees incurred in these matters) (all of the
foregoing collectively referred to herein as the “Claims”).


 


3.                          I
represent that I have made no assignment or transfer of any right) claim,
demand, cause of action, or other matter covered by paragraph 2 above.


 


4.                          I agree
that this General Release does not waive or release any rights or claims that I
may have under the Age Discrimination in Employment Act of 1967 which arise
after the date I execute this General Release. I acknowledge and agree that my
separation from employment with the Company in compliance with the terms of the
Agreement shall not serve as the basis for any claim or action (including,
without limitation, any claim under the Age Discrimination in Employment Act of
1967).


 


5.                          In
signing this General Release, I acknowledge and intend that it shall be
effective as a bar to each and every one of the Claims hereinabove mentioned or
implied. I expressly consent that this General Release shall be given full
force and effect according to each and all of its express terms and provisions,
including those relating to unknown and unsuspected Claims (notwithstanding any
state statute that expressly limits the effectiveness of a general release of
unknown, unsuspected and unanticipated Claims), if any, as well as those
relating to any other Claims hereinabove mentioned or implied. I acknowledge
and agree that this waiver is an essential and material term of this General
Release and that without such waiver the Company would not have agreed to the
terms of the Agreement. I further agree that in the event I should bring a
Claim seeking damages against the Company, or in the event I should seek to
recover against the Company in any Claim brought by a governmental agency on my
behalf, this General Release shall serve as a complete defense to such Claims.
I further agree that I am not aware of any pending charge or complaint of the
type described in paragraph 2 as of the execution of this General Release.


 


6.                          I agree
that neither this General Release, nor the furnishing of the consideration for
this General Release, shall be deemed or construed at any time to be an
admission by the Company, any Released Party or myself of any improper or
unlawful conduct.


 


7.                          I agree
that I will forfeit all amounts payable by the Company pursuant to the
Agreement if I challenge the validity of this General Release. I also agree
that if I violate this General Release by suing the Company or the other
Released Parties, I will pay all costs and expenses of defending


 


2

















 


against the suit
incurred by the Released Parties, including reasonable attorneys’ fees, and
return all payments received by me pursuant to the Agreement.


 


8.                          I agree
that this General Release is confidential and agree not to disclose any
information regarding the terms of this General Release, except to my immediate
family and any tax, legal or other counsel I have consulted regarding the
meaning or effect hereof or as required by law, and I will instruct each of the
foregoing not to disclose the same to anyone. Any non-disclosure provision in
this General Release does not prohibit or restrict me (or my attorney) from
responding to any inquiry about this General Release or its underlying facts
and circumstances by the Securities and Exchange Commission (SEC), the National
Association of Securities Dealers, Inc. (NASD), any other self-regulatory
organization or governmental entity or as required by applicable law.


 


9.                          Notwithstanding
anything in this General Release to the contrary, this General Release shall
not release, relinquish, diminish, or in anyway affect any rights or claims
arising out of any breach by the Company or by any Released Party of the
Agreement or the Repurchase Agreement after the date hereof.


 


10.                    Whenever
possible, each provision of this General Release shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this General Release is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision or any
other jurisdiction, but this General Release shall be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


11.                    As used in the
Agreement and herein, the term “Affiliate” of any particular person
means (a) any other person directly or indirectly controlling, controlled by or
under common control with such particular person, where “control” means the
possession, directly or indirectly, of the power to direct the management and
policies of a person whether through the ownership of voting securities,
contract or otherwise and (b) any stockholder, partner or officer of such
person or any person who has a management contract with such person.


 


BY
SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:


 


1.                         I HAVE
READ IT CAREFULLY;


 


2.                         I
UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,
INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT
ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED;
THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;


 


3.                         I
VOLUNTARILY CONSENT TO EVERYTHING IN IT;


 


3

















 


4.                         I HAVE
BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO
OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY
OWN VOLITION;


 


5.                         I HAVE
HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY
IN ITS FINAL FORM TO CONSIDER IT AND THE CHANGES MADE SINCE THE FIRST VERSION
OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY
PERIOD;


 


6.                         I
UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE
IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE
REVOCATION PERIOD HAS EXPIRED;


 


7.                         I HAVE
SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF
ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND


 


8.                         I AGREE
THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED
OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF THE COMPANY AND BY ME.


 


 


	
  DATE:
  MARCH 31, 2005

  	
   

  	
  /s/ Donald Monack

  	
   

  
	
   

  	
   

  	
  DONALD
  MONACK

  	
   

  



 


4