except by an instrument in writing, agreed to and signed by the Undersigned
and a duly authorized officer of Windstar. The Undersigned agrees to execute
such additional documents as Windstar may require to implement the terms of this
Agreement.
THE UNDERSIGNED:
(a)
REPRESENTS THAT, TO THE BEST OF HIS OR HER
KNOWLEDGE AND BELIEF,
THE UNDERSIGNED HAS, AND HIS OR HER SPOUSE AND DEPENDENT CHILDREN CURRENTLY
HAVE, NO CONFLICT OF INTEREST, AS DEFINED IN SECTION 4. HEREIN, IN CONNECTION
WITH THE UNDERSIGNED'S EMPLOYMENT BY WINDSTAR, EXCEPT AS INDICATED BELOW:
̈XX
̈
The foregoing statement is true without exception.
The foregoing statement is true, except that:
_____________________________________
_____________________________________
_____________________________________
_____________________________________
(b)
UNDERSTANDS AND ACCEPTS HIS OR HER RESPONSIBILITY TO ADVISE
WINDSTAR IMMEDIATELY IN WRITING OF ANY FUTURE POTENTIAL CONFLICT OF INTEREST IN
CONNECTION WITH HIS OR HER EMPLOYMENT BY WINDSTAR.
(c)
ACKNOWLEDGES THAT HE OR SHE HAS (i) READ THIS AGREEMENT; (ii) BEEN
GIVEN THE OPPORTUNITY TO ASK QUESTIONS; (iii) BEEN GIVEN SUFFICIENT TIME TO
CONSULT AN ATTORNEY; AND (iv) EITHER CONSULTED WITH AN ATTORNEY OR AFFIRMATIVELY
DECIDED NOT TO CONSULT AN ATTORNEY.
(d)
ACKNOWLEDGES THAT HE OR SHE HAS RECEIVED A COPY OF THIS AGREEMENT
AND FULLY UNDERSTANDS THIS AGREEMENT.
(e)
UNDERSTANDS THAT THE UNDERSIGNED'S OBLIGATIONS UNDER THIS
AGREEMENT SURVIVE THE TERMINATION OF HIS OR HER ENGAGEMENT BY WINDSTAR FOR ANY
REASON.
* * *
7
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date
first written above.
EMPLOYEE OR CONSULTANT:
By:
/s/ Randall E.
McCoy
Name: Randall E. McCoy
ADDRESS:
10 High Court
Little Falls,
New Jersey, 07424
Date: ___________________________________
Accepted by
WINDSTAR, INC.
By:
/s/ Randall E.
McCoy
Name:
Randall E. McCoy
Title:
CEO