THE COMPANY ARE PAID ANNUAL BONUSES FOR
2016.
3.
PAYMENTS FOLLOWING RETIREMENT.
IN CONSIDERATION FOR EMPLOYEE
SIGNING THIS AGREEMENT, AND COMPLYING WITH ITS TERMS, THE COMPANY AGREES, AFTER
THE EFFECTIVE DATE, TO PAY TO EMPLOYEE WITHIN SIXTY (60) DAYS FOLLOWING THE
RETIREMENT DATE, THE AMOUNT OF TWO MILLION SIX HUNDRED SEVENTEEN THOUSAND TWO
HUNDRED SEVENTY-TWO DOLLARS ($2,617,272), LESS LAWFUL DEDUCTIONS (THE
"SEPARATION PAY"), AS THE AMOUNT OF THE SEPARATION PAY MAY BE ADJUSTED FOLLOWING
FINALIZATION OF EMPLOYEE'S 2016 BONUS, AND TO WAIVE ANY RIGHT IT MAY HAVE TO
ENFORCE THE PROVISIONS OF SECTION 5(A) OF THE EMPLOYMENT AGREEMENT PURSUANT TO
WHICH EMPLOYEE WOULD BE OBLIGATED TO REPAY ANY PORTION OF THE SEPARATION PAY TO
THE COMPANY IN THE EVENT EMPLOYEE WERE TO OBTAIN A REPLACEMENT
POSITION WITH A NEW EMPLOYER PRIOR TO JANUARY 31, 2019.
THE SEPARATION PAY WILL
BE PAID IN A LUMP SUM BY CHECK OR WIRE TRANSFER.
THE COMPANY WILL ALSO PROVIDE
EMPLOYEE WITH THE OTHER PAYMENTS AND BENEFITS, INCLUDING THE ACCELERATION OF
INCENTIVE AWARDS, AS DESCRIBED IN THE RETIREMENT LETTER.
4.
NO CONSIDERATION ABSENT EXECUTION OF THIS AGREEMENT.
EMPLOYEE
UNDERSTANDS AND AGREES THAT EMPLOYEE IS NOT OTHERWISE OWED AND WOULD NOT RECEIVE
CERTAIN OF THE MONIES AND/OR BENEFITS SPECIFIED IN PARAGRAPHS 2 AND 3 ABOVE,
EXCEPT FOR EMPLOYEE'S EXECUTION OF THIS AGREEMENT AND THE FULFILLMENT OF THE
PROMISES CONTAINED HEREIN.
5.
GENERAL RELEASE, CLAIMS NOT RELEASED AND RELATED PROVISIONS
A.
GENERAL RELEASE OF ALL CLAIMS.
IN EXCHANGE FOR THE COMMITMENTS
OF THE COMPANY AS SET FORTH IN THIS AGREEMENT, WHICH EMPLOYEE ACKNOWLEDGES AND
AGREES PROVIDE CONSIDERATION TO WHICH EMPLOYEE WOULD NOT OTHERWISE BE ENTITLED,
EMPLOYEES AGREES TO RELEASE AND DISCHARGE UNCONDITIONALLY THE COMPANY AND ANY OF
ITS PAST OR PRESENT SUBSIDIARIES, AFFILIATES, RELATED ENTITIES, PREDECESSORS,
MERGED ENTITIES AND PARENT ENTITIES, BENEFIT PLANS, AND ALL OF THEIR RESPECTIVE
PAST AND PRESENT OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, BENEFIT PLAN
ADMINISTRATORS AND TRUSTEES, AGENTS, ATTORNEYS, INSURERS, REPRESENTATIVES,
AFFILIATES AND ALL OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE
"COMPANY RELEASED PARTIES"), FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION,
DEMANDS, OBLIGATIONS, GRIEVANCES, SUITS, LOSSES, DEBTS AND EXPENSES (INCLUDING
ATTORNEY'S FEES AND COSTS), DAMAGES AND CLAIMS IN LAW OR IN EQUITY OF ANY NATURE
WHATSOEVER, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, EMPLOYEE EVER HAD, NOW
HAS, OR MAY EVER HAVE AGAINST ANY COMPANY RELEASED PARTY
UP TO AND INCLUDING
THE DAY ON WHICH EMPLOYEE SIGNS THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, THE CLAIMS EMPLOYEE IS WAIVING INCLUDE, BUT ARE NOT LIMITED
TO, (A) ANY CLAIMS, DEMANDS, AND CAUSES OF ACTION ALLEGING VIOLATIONS OF PUBLIC
POLICY, OR OF ANY FEDERAL, STATE, OR LOCAL LAW, STATUTE, REGULATION, EXECUTIVE
ORDER, OR ORDINANCE, OR OF ANY DUTIES OR OTHER OBLIGATIONS OF ANY KIND OR
DESCRIPTION ARISING IN LAW OR EQUITY UNDER FEDERAL, STATE, OR LOCAL LAW,
REGULATION, ORDINANCE, OR PUBLIC POLICY HAVING ANY BEARING WHATSOEVER ON THE
TERMS OR CONDITIONS OF EMPLOYEE'S EMPLOYMENT WITH OR BY THE COMPANY OR THE
TERMINATION OR RESIGNATION OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY OR