EX-10.1






[BORLAND LETTERHEAD]




March 13, 2009




Mr. Thomas P. Wilkas


2131 Chandler Lane


Glenview, IL 60026-5744



Re: Employment Offer



Dear Tom:



On behalf of Borland Software Corporation (“Borland”), I am pleased to extend an offer of
employment to you for the position of Chief Financial Officer reporting to Erik Prusch. This
letter sets out the terms of your employment with Borland, which will start on or about March 16,
2009. This offer and your Start Date are contingent upon successful completion of references,
employment verification and a background check.



In consideration for your service to Borland, you will be paid an annual base salary of
$300,000, less applicable taxes and other withholdings in accordance with Borland’s standard
payroll practices. You will be eligible for the Incentive Compensation Program (ICP) specific to
your position. Your ICP target is 50% of your annual base salary, based on the attainment of
corporate and individual objectives. In addition, you will be eligible to participate in various
Borland fringe benefit plans, including Group Health Insurance, Flexible Spending Accounts, 401(k)
Savings Plan, Employee Stock Purchase Plan, and Tuition Reimbursement. Borland reserves the right
to modify employee benefit plans and policies, as it deems necessary. These benefits will be
explained to you during your employee orientation.



To support your relocation to Austin, Texas, Borland will provide you with a one time settling
in allowance in the amount of $25,000 net, payable June 30, 2009, and other standard relocation
benefits rendered by Borland’s relocation service provider, the MIGroup, as specified in the
attached Relocation Addendum. Until relocation has been completed, you will be working out of
Borland’s Chicago office, and will travel as requested by the Company, with Borland paying for all
reasonable travel expenses, in accordance with Borland’s applicable policies, including rental cars
and temporary accommodations.



All housing benefits in the Relocation Addendum and the one time settling in allowance benefit
will be considered compensation and will be added to your income for Form W-2 reporting purposes,
but your compensation will be grossed up, and the Company will pay you for this additional tax, to
the extent permissible under applicable IRS rules and regulations. Please be aware that there are
tax consequences to any items that are not deductible or exceed IRS guidelines. You are encouraged
to have this arrangement reviewed by your individual tax consultant. Relocation benefits will be
recoverable by Borland from you if you resign, other than constructive termination, from your
employment with Borland within twelve (12) months of your Start Date.



You will be granted an option to purchase 250,000 shares of Borland common stock under
Borland’s Stock Plans at an exercise price equal to the fair market value of that stock on your
option grant date. The grant date will be the last day of month that you start employment. This
option will vest over a period of four years, with 1/4 of the number of shares vesting one year
following your Start Date and 1/48 of the shares vesting monthly thereafter, until all shares are
vested; provided, however, all shares will be subject to acceleration in the event of a change of
control of Borland and you are terminated without cause in connection therewith.



The option will be subject to the terms and conditions of the Borland Stock Option Plan and
related standard form of stock option agreement and stock acceleration addendum, which you will be
required to sign as a condition of receiving the option.



In addition, you will be issued 100,000 shares of restricted Borland common stock under
Borland’s Stock Plans. The grant date will be the last day of month that you start employment. The
shares will vest over a period of two years, with 1/2 of the number of shares vesting one year
following your Start Date and 1/8 of the shares vesting quarterly thereafter, until all shares are
vested; provided, however, all shares will be subject to acceleration in the event of a change of
control of Borland and you are terminated without cause in connection therewith. The shares will
be subject to the terms and conditions of the Borland Stock Plan and related standard form of
restricted stock issuance agreement and stock acceleration addendum, which you will be required to
sign as a condition of receiving the shares.



You shall be eligible for severance benefits in accordance with the attached Addendum to
Employment Offer Letter for Severance Benefits, which you will be required to sign as a condition
of receiving the benefits.



Your employment with Borland is “at will”; it is for no specified term, and may be terminated
by you or Borland at any time, with or without cause or advance notice. Any contrary
representations that may have been made to you are superseded by this offer. This is the full and
complete agreement between you and Borland on this term. Although your job duties, title,
compensation and benefits, as well as Borland’s personnel policies and procedures, may change from
time to time, the “at will” nature of your employment may only be changed in an express written
agreement signed by you and Borland’s Senior Vice President of Human Resources or President.



For purposes of this Agreement, termination for “Cause” shall mean termination of your
employment relationship with Borland for any of the following reasons: (i) theft, embezzlement,
misconduct, misappropriation of funds or property, or fraud against, or with respect to the
business of Borland; (ii) breach by you of any material term of this Agreement or any other written
agreement between you and Borland and, if such breach is capable of being cured, the failure by you
to cure such breach within thirty (30) business days of written notice of such breach; (iii) your
conviction of any crime that impairs your performance of duties for Borland; (iv) as a result of
your reckless or willful misconduct, you commit any act that causes, or knowingly fails to take
reasonable and appropriate action to prevent, any material injury to the financial condition or
business reputation of Borland; or (v) after thirty (30) days’ written notice to you, and a
reasonable opportunity to correct, your failure or inability to perform any of your assigned duties
for Borland.



By accepting employment with Borland, you represent that you will not be acting in breach of
any agreement with any of your previous employers. Borland is very impressed with the skills and
experience that you will bring to us and we hope that you will consider this offer carefully.
Should you accept this offer, I would like to remind you that it is Borland’s policy to avoid
situations where information or materials might come into our hands that are considered proprietary
by Individuals or companies other than Borland. We are interested in employing you because of your
skills and abilities, not because of any trade secrets you have learned elsewhere. It is important
that you take care not to bring, even inadvertently, any books, drawings, notes, materials, etc.,
except your personal effects as you leave your current employer. Thus, you represent and warrant
that you are not acting in breach of any non-competition, employment or other agreements with your
current employer or any of your previous employers.



You understand that Borland may provide you with one or more types of equipment to help you
perform your duties for Borland, including, but not limited to, computers, cellular telephones and
wireless messaging devices. You further understand that it is your obligation to take proper care
of all such equipment during your employment, and to return such equipment to Borland in good
working order immediately upon the termination of your employment with Borland for any reason. If
you fail to return any such equipment to Borland upon the termination of your employment, you
hereby authorize Borland to deduct the cost of any unreturned equipment from your final paycheck.



Like all Borland employees, you will be required, as a condition to your employment with
Borland, to sign Borland’s standard Employee Confidentiality and Assignment of Inventions
Agreement, a copy of which is included with this letter. Notwithstanding the definition of
“Confidential Information” set out in the attached agreement, it shall not include information
which (i) at the time of the disclosure is part of the public domain through no act or omission by
you; and (ii) information a court of law or other administrative agency by subpoena or other
mandate determines is not subject to protection pursuant to applicable rules of civil procedure,
provided, however, that you first give Borland notice of its receipt of such subpoena or other
order and you give Borland reasonable time, assuming the timing of notice received by the you, to
seek a protective order opposing such disclosure.



For purposes of federal immigration law, you will be required to provide to the Company
documentary evidence of your identity and eligibility for employment within the United States.
Such documentation must be provided to us within three (3) business days of your date of hire. For
your convenience, we request that you provide original evidence of your identity and eligibility
during orientation on your first day of employment.



To ensure the timely and economical resolution of disputes that arise in connection with your
employment with Borland, you and Borland agree that any and all disputes, claims, or causes of
action (collectively, “Claims”) arising from or relating to the enforcement, breach, performance or
interpretation of this Agreement, your employment, or the termination of your employment
(including, but not limited to, any Claims for compensation, benefits, stock or stock options,
fraud or age, sex, race, disability or other discrimination or harassment), shall be resolved to
the fullest extent permitted by law by final, binding and confidential arbitration, by a single
arbitrator, in Austin, Texas, subject to arbitration rules to which you and Borland mutually agree.
By agreeing to this arbitration procedure, both you and Borland waive the right to resolve any
such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall:
(a) have the authority to compel adequate discovery for the resolution of the dispute and to award
such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision,
to include the arbitrator’s essential findings and conclusions and a statement of the award. The
arbitrator shall be authorized to award any or all remedies that you or Borland would be entitled
to seek in a court of law. Borland shall pay all arbitrator and arbitration administrative fees
that are required, including the filing fee by either party. Nothing in this Agreement is intended
to prevent either you or Borland from obtaining injunctive relief in court to prevent irreparable
harm pending the conclusion of any such arbitration.



This agreement and the other agreements referred to above constitute the entire agreement
between you and Borland regarding the terms and conditions of your employment, and they supersede
all prior negotiations, representations or agreements, whether oral or written, between you and
Borland. This agreement may only be modified by a document signed by you and the Vice President of
Human Resources or President of Borland.



We look forward to working with you at Borland. Please sign and date this letter on the
spaces provided below to acknowledge your acceptance of the terms of this offer. This offer, if
not accepted, will expire at the close of business on March 13, 2009. If you have any questions,
please call Juliet Peniston, Director of WW Staffing at 408-242-1321.



Sincerely,



Borland Software Corporation



By: /s/ Erik Prusch

Erik Prusch

President and Chief Executive Officer




I have read the above employment offer and accept employment with Borland on the terms and
conditions set forth in this agreement.



	 	 	 
	Date:/s/ March 13, 2009
	 	Sign:/s/ Thomas P. Wilkas

	 	 	 

	 	 	Thomas P. Wilkas







My anticipated Start Date is March 16, 2009.



Please send the original signed offer letter and the new-hire paperwork to Borland’s Human
Resources Department using the envelope provided. Please fax a copy of your signed acceptance
offer letter to 512-340-1361.



Enclosures



1



Addendum to Employment Offer Letter

for Severance Benefits




The provisions of this Employment Offer Letter Addendum for Severance Benefits (the
“Addendum”) are incorporated into, and are made a part of, that employment offer letter
(the “Offer Letter”) by and between you, Thomas P. Wilkas, and Borland Software Corporation
(“Borland”). Capitalized terms used in this Addendum are either defined herein or in Appendix A.



1. Severance Benefits




a. Termination of Employment Outside of the Change in Control Period. If your
employment is terminated as a result of an Involuntary Termination other than during the
Change in Control Period and you sign a release of claims (in a form satisfactory to
Borland, an example of which is attached hereto as Appendix B), then you shall be entitled
to payment of fifty percent (50%) of your annual Base Salary, less applicable withholding.
Such amount shall be payable in a lump sum no later than five (5) days following expiration
of any revocation period required in connection with the release of claims; provided,
however, if this payment is subject to Section 409A and you are a “specified employee” (as
defined in Section 409A), this payment shall be made within five (5) days after the six (6)
month anniversary of the Termination date, which shall not exceed sixty-five (65) days after
the Termination Date.




b. Termination of Employment During the Change in Control Period. If your
employment is terminated as a result of an Involuntary Termination during the Change in
Control Period and you sign a release of claims (substantially in the form attached hereto
as Appendix B), then you shall be entitled to payment of one hundred percent (100%) of your
annual Base Salary, less applicable withholding. Such amount shall be payable in a lump sum
no later than five (5) days following expiration of any revocation period required in
connection with the release of claims; provided, however, if this payment is subject to
Section 409A and you are a “specified employee” (as defined in Section 409A), this payment
shall be made within five (5) days after the six (6) month anniversary of the Termination
Date, which shall not exceed sixty-five (65) days after the Termination Date.




c. Continuing Medical Coverage. If your employment is terminated as a result
of an Involuntary Termination, whether or not a Change in Control Period, and you sign a
release of claims (in a form satisfactory to Borland, an example of which is attached hereto
as Appendix B), then you shall be entitled to payment for your premiums for health (i.e.,
medical, vision and dental with the elections in force immediately prior to termination)
continuation coverage under COBRA; provided, however, that (i) you are eligible for COBRA on
the Termination date and (ii) you elect continuation coverage pursuant to COBRA, within the
required time period. Borland shall continue to provide you and your dependents with health
coverage pursuant to this paragraph until the earliest of (i) the date you are no longer
eligible to receive continuation coverage pursuant to COBRA; (ii) twelve (12) months from
the Termination Date; or (iii) the date on which you obtain comparable health coverage. You
agree to notify Borland promptly after you obtain alternative health coverage.



2. Mitigation. Except as otherwise specifically provided herein, you shall not be
required to mitigate damages or the amount of any payment provided under this Addendum by seeking
other employment or otherwise, nor shall the amount of any payment provided for under this Addendum
be reduced by any compensation you earn as a result of your employment by another employer or by
any retirement benefits you receive after the Termination Date.



3. Successors.




a. Borland’s Successors. Any successor to Borland (whether direct or indirect
and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or
substantially all of Borland’s business and/or assets shall assume Borland’s obligations
under this Addendum and agree expressly to perform Borland’s obligations under this Addendum
in the same manner and to the same extent as Borland would be required to perform such
obligations in the absence of a succession. For all purposes under this Addendum, the term
“Borland” shall include any successor to Borland’s business and/or assets which acknowledges
it will be bound by the terms of this Addendum or which becomes bound by the terms of this
Addendum by operation of law.




b. Your Successors. Without the written consent of Borland, you shall not
assign or transfer this Addendum or any right or obligation under this Addendum to any other
person or entity. Notwithstanding the foregoing, the terms of this Addendum and all you
rights hereunder shall inure to the benefit of, and be enforceable by, your personal or
legal representatives, executors, administrators, successors, heirs, distrubtees, devisees
and legatees.



4. Notices. Notices and all other communications contemplated by this Addendum shall
be in writing and shall be deemed to have been duly given when personally delivered or when mailed
by U.S. registered or certified mail, return receipt requested and postage prepaid. In your case,
mailed notices shall be addressed to you at the home address which you most recently communicated
to Borland in writing. In the case of Borland, mailed notices shall be addressed to its corporate
headquarters, and all notices shall be directed to the attention of its General Counsel.



5. This Addendum is intended to satisfy the requirements of Section 409A of the Code with
respect to amounts subject thereto, and shall be interpreted and construed consistent with such
intent; provided that, notwithstanding the other provisions of this Addendum, with respect to any
right to a payment or benefit hereunder (or portion thereof) that does not otherwise provide for a
“deferral of compensation” within the meaning of Section 409A of the Code, it is the intent of the
parties that such payment or benefit will not so provide. Furthermore, if either party notifies
the other in writing that, based on the advice of legal counsel, one or more of the provisions of
this Addendum contravenes any regulations or Treasury guidance promulgated under Section 409A of
the Code, the parties shall promptly and reasonably consult with each other (and with their legal
counsel), and shall use their reasonable best efforts, to reform the provisions hereof to (a)
maintain to the maximum extent practicable the original intent of the applicable provisions without
violating the provisions of Section 409A of the Code or increasing the costs to the Company of
providing the applicable benefit or payment and (b) to the extent practicable, to avoid the
imposition of any tax, interest or other penalties under Section 409A of the Code upon Executive or
the Company.



6. Miscellaneous Provisions.




a. Integration. This Addendum represents the entire agreement and
understanding between the parties as to the subject matter herein and supersedes all
prior or contemporaneous agreements and provisions in other agreements related to
severance benefits, whether written or oral. With respect to any conflict between
this Addendum and any stock option agreement, stock issuance agreement or other
stock award agreement, this Addendum shall prevail. For the avoidance of doubt,
with respect to any severance benefits provided for under your Offer Letter, this
Addendum shall supersede the provisions of your Offer Letter with respect to
severance benefits provided thereunder.




b. Choice of Law. The validity, interpretation, construction and
performance of this Addendum shall be governed by the internal substantive laws, but
not the conflicts of law rules, of the State of Texas.




c. Employment Taxes. All payments made pursuant to this Addendum shall
be subject to withholding of applicable income and employment taxes.




d. Non-Publication. The parties mutually agree not to disclose the
terms of this Addendum except to the extent that disclosure is mandated by
applicable law, standard or required corporate reporting, or disclosure is made to
the parties’ respective advisors and agents (e.g., attorneys, accountants) or
immediate family members.



IN WITNESS WHEREOF, each of the parties has executed this Addendum, in the case of Borland by
its duly authorized officer, as of the day and year first above written.



	 	 	 	 	 
	BORLAND SOFTWARE CORPORATION:
	 	EXECUTIVE:
	
 
	 	/s/ Erik Prusch
	 	/s/ Thomas P. Wilkas
	 

	 	 
	 	 
	Erik Prusch

	 	 	 	Thomas P. Wilkas
	Title:

	 	President and Chief Executive Officer
	 	







2




APPENDIX A




The following definitions shall be in effect under the severance benefits letter:



(a) Base Salary. “Base Salary” means your annual base salary as in effect during the
last regularly scheduled payroll period immediately preceding the effective date of your
termination due to an Involuntary Termination.



(b) Board. “Board” means the Board of Directors of Borland.



(c) Change in Control. “Change in Control” means a change in ownership or control of
the Company effected through any of the following transactions:



(i) there is consummated a merger, consolidation or other reorganization, unless
securities representing more than fifty percent (50%) of the total combined voting power of the
voting securities of the successor corporation are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the persons who beneficially
owned the Corporation’s outstanding voting securities immediately prior to such transaction, or



(ii) the sale, transfer or other disposition of all or substantially all of the Corporation’s
assets in complete liquidation or dissolution of the Corporation other than a sale or disposition
by the Corporation of all or substantially all of the Corporation’s assets to an entity, at least
fifty percent (50%) of the combined voting power of the voting securities of which are owned by
stockholders of the Corporation in substantially the same proportions as their ownership of the
Corporation immediately prior to such sale, or



(iii) the acquisition, directly or indirectly, by any person or related group of persons
(other than the Corporation or a person that directly or indirectly controls, is controlled by, or
is under common control with, the Corporation) of beneficial ownership (within the meaning of Rule
13d-3 of the 1934 Act) of securities possessing more than thirty percent (30%) of the total
combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange
offer made directly to the Corporation’s stockholders.



Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated transactions immediately
following which the record holders of the Common Stock immediately prior to such transaction or
series of transactions continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Corporation immediately following such
transaction or series of transactions.



(d) Change in Control Period. “Change in Control Period” means the period beginning
either (i) two (2) months prior to the effective date of a Change in Control and ending twelve (12)
months after the effective date of a Change in Control or (ii) two (2) months prior to the
effective date of a Hostile Takeover and ending twelve (12) months after the effective date of a
Hostile Takeover.



(e) COBRA. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended.



(f) Code. “Code” means the Internal Revenue Code of 1986, as amended.



(g) Constructively Terminated. As stated above, you have the right to terminate your
employment for “cause.” For such purpose, “cause” shall mean “Constructively Terminated,” which
means your voluntary resignation following (A) a change in your position with the Company (or any
Parent or Subsidiary employing you) which materially reduces your duties and responsibilities, (B)
a reduction in your level of compensation (including base salary, fringe benefits and target bonus
under any corporate performance based bonus or incentive programs) (C) a relocation of your place
of employment by more than fifty (50) miles, provided and only if such change, reduction or
relocation is effected by the Corporation without your consent, or (D) failure of Borland to cure
any material breach of this Agreement within thirty (30) days of written notice of such breach.



(h) Hostile Take-Over. “Hostile Take-Over” shall be deemed to occur in the event of a
change in ownership or control of the Company affected through either of the following
transactions:



(i) a change in the composition of the Board such that the following individuals cease for any
reason to constitute a majority of the Board then serving: individuals who, on the date hereof,
constitute the members of the Board and any new Board member (other than a Board member whose
initial assumption of office is in connection with an actual or threatened election contest,
including (but not limited to) a consent solicitation, relating to the election of Board members)
whose appointment or election by the Board or nomination for election by the Corporation’s
stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the Board
members then still in office who either were Board members on the date hereof or whose appointment,
election or nomination for election was previously so approved or recommended, or



(ii) the acquisition, directly or indirectly, by any person or related group of persons (other
than Borland or a person that directly or indirectly controls, is controlled by, or is under common
control with, Borland) of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act)
of securities possessing more than thirty percent (30%) of the total combined voting power of the
Borland’s outstanding securities pursuant to a tender or exchange offer made directly to the
Borland’s stockholders which the Board does not recommend such stockholders to accept.



(i) Involuntary Termination. “Involuntary Termination” means any termination of you
by Borland which is not effected for Misconduct; (ii) any purported termination of you by Borland
which is effected for Misconduct but for which the grounds relied upon are not valid; (iii) any
voluntary termination by you as a result of your being Constructively Terminated; or (iv) the
failure of Borland to obtain the assumption of this Addendum by any successors contemplated in
Section 4 of the Addendum.



(j) Misconduct. “Misconduct” means (i) your willful and continued failure to perform
the duties and responsibilities of your position that is not corrected within a thirty (30) day
correction period that begins upon delivery to you of a written demand for performance from Borland
that describes the basis for Borland’s belief that you have not substantially performed your
duties; (ii) any act of personal dishonesty taken by you in connection with your responsibilities
as an employee of Borland with the intention that such may result in substantial personal
enrichment for you; (iii) your conviction of, or plea of nolo contendere to, a felony that Borland
reasonably believes has had or will have a material detrimental effect on Borland’s reputation or
business, or (iv) your materially breaching your Employee Confidentiality and Assignment of
Inventions Agreement, which breach is (if capable of cure) not cured within thirty (30) days after
Borland delivers written notice to you of the breach.



(k) Section 409A. “Section 409A” shall mean Section 409A of the Code.



(l) Termination Date. “Termination Date” shall mean the effective date of any notice
of termination delivered by one party to the other hereunder.



3



APPENDIX B

RELEASE OF CLAIMS




I understand that my employment with Borland Software Corporation (“Borland”) terminated
effective (the “Separation Date”) Borland has agreed that if I choose to sign this Release of
Claims (“Release”) Borland will pay me certain severance benefits (minus standard
withholdings and deductions) pursuant to the terms of the Employment Offer Letter Addendum for
Severance Benefits letter between myself and Borland, dated (the “Agreement”). I
understand that I am not entitled to such benefits unless I sign this Release and it becomes fully
effective. I understand that, regardless of whether I sign this Release: (1) Borland will pay me
all of my accrued salary and vacation through the Separation Date, to which I am entitled by law;
and (2) Unless I was terminated for Cause, I may exercise any stock options and retain any
restricted shares to which I am entitled.



In consideration for the severance benefits, I am receiving under the Agreement, as described
therein, I hereby generally and completely release Borland, its directors, officers, employees,
stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary
entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events, acts, conduct, or
omissions occurring prior to my signing this Agreement. This general release includes, but is not
limited to: (1) all claims arising out of or in any way related to my employment with Borland or
the termination of that employment or the services I provided to Borland; (2) all claims related to
my compensation or benefits from Borland, including salary, bonuses, commissions, vacation pay,
expense reimbursements, severance pay, fringe benefits, stock options, restricted stock awards,
other equity compensation or any other ownership interests in Borland; (3) all claims for breach of
contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing;
(4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in
violation of public policy; and (5) all federal, state, and local statutory claims, including
claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under
the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of
1990, and the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”).
Notwithstanding anything contained in this Release, nothing herein shall release (1) the parties’
right under this Release and my right (if any) to indemnification granted by any act or agreement
of Borland, state or federal law or policy of insurance, (2) any claims for severance benefits
under the Agreement, or (3) salary, vacation, benefits, stock options, and restricted stock
referred to in the last sentence of Paragraph 1 above.



I understand this Release will not be effective until the ADEA Effective Date, defined below.
I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under
the ADEA. I also acknowledge that the consideration given for the waiver in the above paragraph is
in addition to anything of value to which I was already entitled. I have been advised by this
writing, as required by the ADEA that: (a) my waiver and release does not apply to any claims that
may arise after my signing of this Release; (b) I should consult with an attorney prior to signing
this Release; (c) I have twenty-one (21) days within which to consider this Release (although I may
choose to voluntarily sign this Release earlier); (d) I have seven (7) days after I sign this
Release to revoke it; and (e) this Release will not be effective until the eighth day after this
Release has been signed by me (the “ADEA Effective Date”).



I accept and agree to the terms and conditions stated above:



Date Thomas P. Wilkas




4