Exhibit
10.3


 


September 17, 2004


Mr. Amin J. Khoury


c/o BE Aerospace, Inc.


1400 Corporate Way


Wellington, FL 33414


 


Retirement and Release Agreement


 


Dear Mr. Khoury:


 


This letter agreement (the “Retirement and Release
Agreement”) reflects the understanding of the parties regarding your
decision to retire from Applied Extrusion Technologies, Inc. (the “Company”),
a Delaware corporation.


 


1.             Retirement Date. 
Your retirement from your position as Chief Executive Officer of the
Company and any and all other positions you hold with the Company and any of
its subsidiaries and affiliates (the “Company Group”), including,
without limitation, your position as a member and Chairman of the Company’s
board of directors (the “Board”) will be effective on the date the recapitalization
of the Company’s 103⁄4% senior notes through a prepackaged plan of reorganization
under chapter 11 of the Bankruptcy Code (the “Plan”) that is in form and
substance satisfactory to each of the undersigned holders of such senior notes (the “Bondholders”)
becomes effective (the “Effective Date”).


 


2.             Continued Employment.  Prior to the Effective Date, you will continue to (a) serve as a
member and Chairman of the Board and (b) be employed by the Company.  During such time your employment with the
Company will continue to be governed in accordance with the terms and
conditions of the employment agreement dated as of April 1, 2002, as amended
and restated as of August 1, 2002, between the Company and you (the “Employment
Agreement”); provided, however, that Section 4(f) of the
Employment Agreement is hereby amended to delete clauses (i) and (ii) of the
second sentence thereof.


 


3.             Payments and Benefits.  Subject to the provisions set forth in this Section 3, you
hereby acknowledge that, except as required by Section 4980B(f) of the Internal
Revenue Code of 1986, as amended (relating to your rights under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), or
other applicable statutory law, the Company will have no obligation to provide
you with any payments or benefits (a) in connection with your retirement or (b)
at any time on or following the Effective Date.  Your participation in the Company’s health and welfare plans and
the life insurance coverage provided to you by the Company will immediately
cease as of the Effective Date.  Your
benefits under the Company Savings and Profit Sharing Plan, Amended and
Restated Effective October 1, 2001, will be governed in accordance with the
terms and conditions of such plan.


 

















 


4.             Consulting Services.  Following the Effective Date, you agree to
provide consulting and advisory services which will be provided in such a
manner and at such times as may be reasonably requested from time to time by
the board of directors of the Company as reorganized pursuant to the Plan (the
“Reorganized Company”) upon terms and conditions to be mutually agreed
upon between you and the Reorganized Company.


 


5.             Cooperation. 
For a period commencing on the Effective Date and ending on the second
anniversary of the Effective Date, you agree to cooperate with the Reorganized
Company and its directors, officers, attorneys, experts and representatives at
such times and places and in such manner as may be reasonably requested from
time to time, upon reasonable notice, taking into consideration your other
business and personal commitments, subject to your consent, which shall not be
unreasonably withheld, in connection with the conduct of any action,
proceeding, investigation or litigation involving the Reorganized Company,
either directly or indirectly, including any action, proceeding, investigation
or litigation in which you are called to testify.  In connection with your compliance with this Section 5, you will
be reimbursed for any reasonable out-of-pocket expenses incurred by you.


 


6.             Restrictive Covenants.  The provisions of Sections 5, 6 and 8 of the Employment Agreement
are incorporated herein by reference as if such provisions were set forth
herein in full.  The parties hereby
agree that for purposes of Section 6 of the Employment Agreement your
employment will be deemed to have been terminated pursuant to Section 4(g) of
the Employment Agreement.


 


7.             Release by Mr. Khoury.


 


(a)           General Release.  In consideration of the provisions set forth
in Section 8 below, including, without limitation, those relating to the SERP
Payments (as defined below), and after being advised to consult with counsel,
you, on behalf of yourself and each of your respective heirs, executors,
administrators, affiliates, representatives, agents, attorneys, advisors,
successors and assigns (collectively, the “Khoury Releasors”) hereby
irrevocably and unconditionally release and forever discharge the Bondholders
and each entity comprising the Company Group, and each of their respective
subsidiaries and affiliates, and each of their respective directors, officers,
employees, shareholders, attorneys, advisors, managers, members, agents and
representatives and their successors (which will include, for purposes of this
Retirement and Release Agreement, the Reorganized Company) and assigns
(collectively, the “Khoury Releasees”) from any and all claims, actions,
causes of action, rights, judgments, obligations, damages, demands, accountings
or liabilities of whatever kind or character (collectively, “Claims”),
including, without limitation, any Claims under any federal, state, local or
foreign law, that the Khoury Releasors ever had, now have or may have, arising
out of your employment relationship with and service as an employee, officer or
director of the Company, and the termination of such relationship or service or
any event, condition, circumstance or obligation that occurred, existed or
arose on or prior to the date hereof; provided, however, that the
release set forth in this Section 7(a) will not apply to (i) the obligations of
the Bondholders or the Company under this Retirement and Release Agreement and
(ii) any indemnification rights you may have in accordance with the Company’s
governance instruments or under any director and officer liability insurance
maintained by the Company with respect to liabilities arising as a result of
your service as an officer and employee of the Company.  On behalf of the Khoury 


 


2

















 


Releasors, you further
agree that the value received as described in this Retirement and Release
Agreement will be in full satisfaction of any and all Claims for payments or
benefits, whether express or implied, that the Khoury Releasors may have
against any of the Khoury Releasees arising out of your employment relationship
or your service as an employee, officer and director of the Company and your
retirement therefrom.


 


The foregoing includes a complete waiver of
all rights and Claims that may have arisen, whether known or unknown, based on
Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967
(including the Older Workers Benefit Protection Act), the Americans with
Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family
and Medical Leave Act, the Employee Retirement Income Security Act of 1974,
U.S. and applicable state labor laws, and the Massachusetts Fair Employment
Practice Act (if and to the extent applicable, and including any amendments
thereto), and any common law, public policy, contract (whether oral or written,
express or implied) or tort law, including claims for defamation, and any other
local, state or federal law, regulation or ordinance having any bearing whatsoever
on your relationship, or the termination of your relationship, with the
Company.  The foregoing also includes a
full waiver and release of all rights you have under the Employment Agreement.


 


(b)           Specific Release of ADEA Claims.  In further consideration of the provisions
set forth in Section 8 below, you, on behalf of yourself and the other Khoury
Releasors, hereby unconditionally release and forever discharge the Khoury
Releasees from any and all Claims that the Khoury Releasors may have as of the
date you sign this Retirement and Release Agreement arising under the Federal
Age Discrimination in Employment Act of 1967, as amended, and the applicable
rules and regulations promulgated thereunder (“ADEA”).  By signing this Retirement and Release Agreement,
you hereby acknowledge and confirm the following:  (i) you have been advised by the Company in connection with your
retirement and by this Retirement and Release Agreement to consult with an
attorney of your choice prior to signing this Retirement and Release Agreement
and to have such attorney explain to you the terms of this Retirement and
Release Agreement, including, without limitation, the terms relating to your
release of Claims arising under ADEA; (ii) you were given a period of not fewer
than twenty-one (21) days to consider the terms of this Retirement and Release
Agreement and to consult with an attorney of your choosing with respect
thereto; (iii) you are providing the release and discharge set forth in this
Section 7(b) only in exchange for consideration in addition to anything of
value to which you are already entitled; (iv) you knowingly and voluntarily
accept the terms of this Retirement and Release Agreement, and (v) you
understand that you have the right to revoke your signature as set forth in
Section 15 below.


 


(c)           No Assignment.  You represent and warrant that you have not
assigned any of the Claims being released under this Section 7.


 


(d)           Claims.  You represent and warrant that (i) you have
not instituted, assisted or otherwise participated in connection with, any
Claim, arbitration, lawsuit, or administrative agency proceeding, or action at
law or otherwise against any of the Khoury Releasees and (ii) you do not intend
to, or have any reason to, take any action that would require the Company to
make a filing under Item 5.02(a) of the Form 8-K disclosure requirements.


 


3

















 


8.             Releases by the Company Group and the
Bondholders.


 


(a)           Company Release.  In
consideration of your waiver and release of Claims set forth in Section 7 above
and your other obligations
hereunder, each entity comprising the Company Group, and each of their
respective subsidiaries and affiliates, and each of their respective directors,
officers, employees, shareholders, advisors, managers, members, agents and
representatives and their successors (which will include, for purposes of this
Retirement and Release Agreement, the Reorganized Company) and assigns (the “Company
Releasors”), hereby irrevocably and unconditionally release and forever
discharge you from any and all Claims, including, without limitation, any
Claims under any federal, state, local or foreign law, that the Company
Releasors ever had, now have or may have, against you, arising out of your
employment relationship with and service as an employee, officer or director of
the Company, and the termination of such relationship or service or any event,
condition, circumstance or obligation that occurred, existed or arose on or
prior to the date hereof.  In addition
and without limiting the foregoing, the Company Releasors unconditionally
release and forever discharge you from any and all Claims they may have against
you arising out of or with respect to the payments you received in connection
with any supplemental executive retirement plan of the Company (the “SERP
Payments”), including, without limitation, any such Claims under any
federal, state, local or foreign law.


 


(b)           Bondholders’ SERP Release.  In addition, the Bondholders and their
successors and assigns unconditionally release and forever discharge you from
any and all Claims they may have against you arising out of or with respect to
the SERP Payments, including, without limitation, any such Claims under any
federal, state, local or foreign law.


 


(c)           Plan Release.  The Bondholders hereby acknowledge and agree
that the Plan shall contain the waiver and release substantially in the form
attached hereto as Exhibit A.


 


(d)           Limitations.  Notwithstanding the generality of the
foregoing, nothing in this Section 8 will be deemed to release you from (i) any
criminal conduct or acts or omissions constituting willful misconduct or gross
negligence, (ii) your obligations under this Retirement and Release Agreement
and (iii) your continuing obligations after the Effective Date pursuant to
Section 6 above.


 


9.             No Admissions. 
By entering into this Retirement and Release Agreement, neither the
Company nor the Bondholders admit, and each specifically denies, any liability,
wrongdoing or violation of any law, statute, regulation or policy, and it is
expressly understood and agreed that this Retirement and Release Agreement is
being entered into solely for the purpose of amicably resolving all matters in
controversy of any kind whatsoever concerning your employment and the termination
of your employment.


 


10.           Death.  Notwithstanding anything in
this Retirement and Release Agreement to the contrary, in the event of your
death prior to the Effective Date, the waivers and releases in Section 7
and Section 8 will become effective immediately.


 


11.           Indemnification.  Neither (a) the execution of this Retirement
and Release Agreement nor (b) the Plan and the entry of a confirmation order
relating to the Plan will 


 


4

















 


adversely affect any right to indemnification by the
Company that you may now have under the Company’s By-Laws, the Company’s
Certificate of Incorporation or any applicable law or regulation, and the
Company’s obligation to indemnify you thereunder as a current or former officer,
director or employee of the Company will remain in effect following your
retirement and will survive the execution, termination or expiration of this
Retirement and Release Agreement.


 


12.           Governing Law; Submission to
Jurisdiction.  This Retirement and
Release Agreement will be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts applicable to agreements made and to be
performed in that state.  The parties
hereto agree and acknowledge that the Bankruptcy Court presiding over the
Company Group’s chapter 11 case and the Plan shall have jurisdiction over this
Retirement and Release Agreement, including jurisdiction to enforce the terms
and conditions hereof and to decide any claims or disputes which may arise or result
from, or be connected with, this Retirement and Release Agreement or any
default hereunder.


 


13.           Separability of Clauses.  Each provision of this Retirement and
Release Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Retirement and Release
Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Retirement and Release Agreement.


 


14.           Complete Understanding; Amendments.  This Retirement and Release Agreement and
Sections 5, 6 and 8 of the Employment Agreement (which have been incorporated herein
by reference pursuant to Section 6 above), contain the complete understanding
between you, the Company and the Bondholders regarding your employment and the
termination of your employment.  All
other understandings and agreements, whether oral or written, including,
without limitation, the Employment Agreement (other than Sections 5, 6 and 8
which will remain in full force and effect) are hereby superseded; provided,
however, that nothing herein will be interpreted to limit the release
and indemnification provisions contained in the Plan.  This Retirement and Release Agreement may be amended only by a
written document signed by the parties hereto. 
Notwithstanding the foregoing, the parties hereto acknowledge that the
Plan will contain release and indemnification provisions.


 


15.           Revocation.  This Retirement and Release Agreement may be
revoked by you within the seven (7)-day period commencing on the date you sign
this Retirement and Release Agreement (the “First Revocation Opportunity”).  In the event of any such revocation by you,
all obligations of the parties under this Retirement and Release Agreement will
terminate and be of no further force and effect as of the date of such
revocation.  No such revocation by you
will be effective unless it is in writing and signed by you and received by the
Company prior to the expiration of the First Revocation Opportunity.


 


16.           Binding Document.  Except as provided in Section 2 above, this
Retirement and Release Agreement (including, without limitation, each of the
releases set forth in Sections 7 and 8 herein) will not become binding upon the
parties, and you will not become eligible to receive the benefits described
herein until (a) you have signified your agreement to the terms and conditions
of this Retirement and Release Agreement by signing in the space below 


 


5

















 


and have not revoked your signature, (b) you have
executed the Supplemental Release attached hereto as Exhibit B, which includes
a release of Claims under ADEA, immediately prior to the Effective Date, and
have not thereafter revoked your signature during seven (7) day revocation
period, and (c) the Effective Date has occurred.


 


17.           Signatures.  Each party’s signature on the lines below
constitutes his, her or its agreement with each provision contained in this
Retirement and Release Agreement.


 


 


[The remainder of this
page has been intentionally left blank.]


 


6

















 


IN WITNESS WHEREOF, the Bondholders and the Company
have executed this Retirement and Release Agreement as of the date first set
forth above, and you have executed this Retirement and Release Agreement as of
the date set forth below (or, if you do not include a date under your signature
line, the date set forth will be the date this Retirement and Release
Agreement, signed by you, is received by the Company), and this Retirement and
Release Agreement will become effective as of the Effective Date (provided that
all of the conditions set forth in Section 16 have been satisfied), other than
with respect to Section 2, which will become effective as of the date hereof.


 


	
   

  	
  APPLIED EXTRUSION
  TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David N. Terhune

  
	
   

  	
   

  	
  Name: David N. Terhune

  
	
   

  	
   

  	
  Title: President

  



 


 


	
   

  	
  Barclays Bank PLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Damien Miller

  
	
   

  	
   

  	
  Name:  Damien Miller

  
	
   

  	
   

  	
  Title:  Director

  



 


 


	
   

  	
  DDJ
  Capital Management, LLC, as investment manager or adviser acting on behalf of
  certain funds and accounts it manages or advises.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert L. Hockett

  
	
   

  	
   

  	
  Name:  Robert L. Hockett

  
	
   

  	
   

  	
  Title:  Principal

  



 


 


	
   

  	
  Post Advisory Group,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence A. Post

  
	
   

  	
   

  	
  Name:  Lawrence A. Post

  
	
   

  	
   

  	
  Title:  Chief Investment Officer

  



 


 


	
   

  	
  Silver Point Capital
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward D. Mule

  
	
   

  	
   

  	
  Name:  Edward D. Mule

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  Pequot Capital
  Management, Inc., as investment manager or adviser acting on behalf of
  certain funds and accounts it manages or advises.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Joslin

  
	
   

  	
   

  	
  Name:  Richard Joslin

  
	
   

  	
   

  	
  Title:  Principal

  



 


 


[The remainder of
signatures on following page.]


 

















 


	
  TCW Shared
  Opportunity Fund III, L.P.

  	
   

  	
  TCW Shared
  Opportunity Fund IV, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: TCW Asset
  Management Company, its Investment Adviser

  	
   

  	
  By: TCW Asset
  Management Company, its Investment Adviser

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Nicholas W.
  Tell, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Nicholas W.
  Tell, Jr.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Richard H.
  Stevenson

  	
   

  	
   

  	
  By:

  	
  /s/ Richard H.
  Stevenson

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TCW Shared Opportunity Fund IVB, L.P.

  	
   

  	
  TCW/PCG Special Situation Partners, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: TCW Asset
  Management Company, its Investment Adviser

  	
   

  	
  By: TCW Asset
  Management Company, its Investment Adviser

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Nicholas W.
  Tell, Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Nicholas W.
  Tell, Jr.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Richard H.
  Stevenson

  	
   

  	
   

  	
  By:

  	
  /s/ Richard H.
  Stevenson

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Xerion Partners
  I LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel J.
  Arbess

  
	
   

  	
   

  	
   

  	
  Name:  Daniel J. Arbess

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AGREED TO AND
  ACCEPTED BY:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Amin J.
  Khoury

  	
   

  	
   

  	
   

  
	
  Amin J. Khoury

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  September 17,
  2004

  	
   

  	
   

  	
   

  
									



 

















 


EXHIBIT A


 


PLAN RELEASE


 


In consideration of the contributions of
certain parties to the Chapter 11 Cases, including, but not limited to, the
waiver by certain parties (or their affiliates) of rights against one or more
of the Debtors, the Plan provides for certain waivers, exculpations, releases
and injunctions.


 


a.                                                                    Releases
by Debtors


 


For good and valuable consideration,
including, but not limited to, the service of each of the following Persons or
Entities to facilitate the expeditious reorganization of the Debtors and the
implementation of the restructuring contemplated by the Plan, on and after the
Effective Date, and, as to any D&O Releasee, after any release, retirement,
settlement or other such agreement entered into by the D&O Releasee and one
or more of the Debtors is no longer subject
to revocation or termination by
such D&O Releasee, the Debtors and the Reorganized Debtors will release:


 


(1)                                  all
D&O Releasees;


 


(2)                                  the
Indenture Trustee, each member of the Committee, each Plan Funder, each Restructuring Agreement Noteholder and
each of the foregoing Entities’ or Persons’   respective officers, directors, partners,
members, employees, attorneys, financial advisors, accountants, investment
bankers, agents, professionals and representatives, as well as each fund or
account managed or advised by each of the Restructuring Agreement Noteholders;


 


(3)                                  the
DIP Agent and the lenders party to the DIP Credit Agreement; and


 


(4)                                  the
property of each of the foregoing Persons and Entities


 


from any and all claims (as
defined in section 101(5) of the Bankruptcy Code) and from all Causes of Action
that the Debtors or their subsidiaries would have been legally entitled to
assert in their own right (whether individually or collectively) or on behalf
of the Holder of any Claim or Equity Interest or other Person or Entity, based
in whole or in part upon any act or omission, transaction, agreement, event or
other occurrence taking place on or before the Effective Date for claims or
liabilities in connection with or related to AET, AET Canada, the Debtors, the
Chapter 11 Cases or the Plan, including without limitation, (x) in respect of
any loan, advance or similar payment by the Debtors or their subsidiaries to
any such Person, or (y) in respect of any contractual obligation owed by such
Person to the Debtors or their subsidiaries; provided,
however, that the foregoing
provisions of this Section 10.2(a) shall have no effect on the liability of any
Person or Entity that results from any such act or omission that is determined
in a Final Order to have constituted gross negligence, willful misconduct,
fraud or criminal conduct


 

















 


b.                                                              Releases by and of Holders of Claims


 


On and after the Effective Date, and as to any D&O Releasee after
any release, retirement, settlement or other such agreement entered into by the
D&O Releasee and one or more of the Debtors is no longer subject to
revocation or termination by such D&O Releasee, each Holder of a Claim who
has voted to accept the Plan shall be deemed to have released unconditionally
the Debtors, Reorganized Debtors and their respective Affiliates, the D&O
Releasees, the Indenture Trustee, each Plan Funder, each member of the
Committee, each Restructuring Agreement Noteholder, each account or fund
managed or advised by each Restructuring Agreement Noteholder, and each of the foregoing Entities’ or Persons’ respective
officers, directors, employees, partners, members, attorneys, financial
advisors, accountants, investment bankers, agents, representatives,
professionals, the DIP Agent and lenders thereunder and the property of each of
the foregoing Entities or Persons from any and all claims (as defined in
section 101(5) of the Bankruptcy Code) or
Causes of Action based in whole or in part upon any act or omission,
transaction, agreement event or other occurrence taking place on or before the
Effective Date in any way relating to or pertaining to (i) AET, AET Canada, the
Debtors or the Reorganized Debtors, (ii) the Chapter 11 Cases, (iii) the
negotiation, formulation and preparation of the Plan, the Plan Documents, the
Restructuring Agreement, the Plan Funding Commitment Letter and the
Restructuring Documents (as that term is defined in the Restructuring
Agreement) and (iv) the Senior Notes, including but not limited to the
negotiation, formulation, preparation, administration, execution and
enforcement thereof; provided, however, that the foregoing provisions of
this Section  10.2(b) shall have no
effect on the liability of any Person or Entity that results from any such act
or omission that is determined in a Final Order to have constituted gross
negligence, willful misconduct, fraud or criminal conduct.


 

















 


EXHIBIT
B


 


SUPPLEMENTAL
RELEASE


 


1.             Definitions.  Capitalized terms not otherwise defined
herein have the meanings assigned thereto in the Retirement and Release
Agreement to which this Exhibit A is attached and made a part of.  In addition, this release shall be referred
to as the “Supplemental Release.”


 


2.             In
further consideration of the provisions set forth in the Retirement and Release
Agreement, you, on behalf of yourself and the other Khoury Releasors, hereby
irrevocably and unconditionally release and forever discharge the Khoury
Releasees from any and all from any and all Claims:


 


(a)           that the Khoury Releasors ever had,
now have or may have, arising out of your employment relationship with and
service as an employee, officer or director of the Company, and the termination
of such relationship or service or any event, condition, circumstance or
obligation that occurred, existed or arose on or prior to the date hereof, to
the fullest extent set forth in Section 7 of the Retirement and Release
Agreement, including, without limitation, Claims arising under the Age
Discrimination in Employment Act of 1967 (including the Older Workers Benefit
Protection Act) (“ADEA”); and


 


(b)           that the Khoury Releasors have as of the
date you sign this Supplemental Release;


 


provided, however, that the
release set forth in this Supplemental Release will not apply to (i) the
obligations of the Bondholders or the Company under the Retirement and Release
Agreement and (ii) any indemnification rights you may have in accordance with
the Company’s governance instruments or under any director and officer
liability insurance maintained by the Company with respect to liabilities
arising as a result of your service as an officer and employee of the Company.


 


3.             By
signing this Supplemental Release, you hereby acknowledge and confirm the
following: (i) you have been advised by the Company in connection with
your retirement and by this Supplemental Release to consult with an attorney of
your choice prior to signing this Supplemental Release and to have such
attorney explain to you the terms of this Supplemental Release, including,
without limitation, the terms relating to your release of Claims arising under
ADEA; (ii) you were given a period of not fewer than twenty-one (21) days
to consider the terms of this Supplemental Release and to consult with an
attorney of your choosing with respect thereto; (iii) you are providing
the release and discharge set forth in this Supplemental Release only in exchange
for consideration in addition to anything of value to which you are already
entitled, as set forth in greater detail in the Retirement and Release
Agreement; (iv) you knowingly and voluntarily accept the terms of this
Supplemental Release, and (v) you understand that you have the right to
revoke your signature as set forth in Section 4 below.


 

















 


4.             You
further acknowledge and understand that your signature on this Supplemental
Release may be revoked by you within the seven (7)-day period commencing on the
date you sign this Supplemental Release (the “Second Revocation Opportunity”).  In the event of any such revocation by you,
all obligations of the parties under the Retirement and Release Agreement will
terminate and be of no further force and effect as of the date of such
revocation.  No such revocation by you
will be effective unless it is in writing and signed by you and received by the
Company prior to the expiration of the Second Revocation Opportunity.


	
   

  	
   

  
	
   

  	
  Amin J. Khoury

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated: