CONSIDER THIS AGREEMENT PRIOR TO SIGNING IT AND SHE
ACKNOWLEDGES THAT THE REVISIONS REFLECTED IN THIS AGREEMENT DO NOT RESTART THE
RUNNING OF THE TWENTY-ONE (21) DAY PERIOD WHICH BEGAN ON THE DATE OF THIS
AGREEMENT;
(E)
HAS AN ADDITIONAL SEVEN (7) CALENDAR DAYS
THEREAFTER TO REVOKE HER DECISION TO SIGN THIS AGREEMENT; AND IF SHE DESIRES TO
REVOKE THIS AGREEMENT, A WRITTEN REVOCATION MUST BE DELIVERED AND RECEIVED
PURSUANT TO PARAGRAPH 18 (BELOW);
(F)
IS NOT WAIVING OR RELEASING ANY RIGHTS OR
CLAIMS THAT MAY ARISE AFTER THE DATE SHE SIGNED THIS AGREEMENT, EXCEPT THOSE
RIGHTS OR CLAIMS WAIVED OR RELEASED PURSUANT TO THE IDENTICAL GENERAL RELEASE OF
CLAIMS AND COVENANT NOT TO SUE REFERENCED IN PARAGRAPH 18 BELOW;
(G)
IS NOT WAIVING OR RELEASING ANY RIGHTS OR
CLAIMS THAT MAY ARISE AFTER THE DATE SHE SIGNED THE IDENTICAL GENERAL RELEASE OF
CLAIMS AND COVENANT NOT TO SUE REFERENCED IN PARAGRAPH 18 BELOW;
(H)
HAS RECEIVED ADEQUATE CONSIDERATION FOR THE
RELEASE AND WAIVERS CONTAINED IN THIS AGREEMENT IN THE FORM OF MONEY AND OTHER
BENEFITS IN ADDITION TO THAT WHICH SHE IS ALREADY ENTITLED TO RECEIVE.
13.
COOPERATION WITH COMPANIES.
EXECUTIVE WILL
BE AVAILABLE PURSUANT TO PARAGRAPH 1 (ABOVE).
EXECUTIVE AGREES FROM AND AFTER
THE TERMINATION DATE TO MAKE HERSELF AVAILABLE TO THE COMPANIES TO PROVIDE
REASONABLE COOPERATION AND ASSISTANCE TO THE COMPANIES WITH RESPECT TO THE AREAS
AND MATTERS IN WHICH SHE WAS INVOLVED DURING HER EMPLOYMENT, AND TO PROVIDE THE
COMPANIES, IF REQUESTED, INFORMATION RELATING TO ONGOING MATTERS OF INTEREST TO
THE COMPANIES.
THE COMPANIES WILL TAKE INTO CONSIDERATION THE EXECUTIVE'S
PERSONAL AND BUSINESS COMMITMENTS, WILL GIVE THE EXECUTIVE AS MUCH ADVANCE
NOTICE AS REASONABLY
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POSSIBLE, AND ASK THAT SHE BE AVAILABLE AT SUCH TIME OR TIMES, AND AT SUCH
LOCATION OR LOCATIONS, AS ARE MUTUALLY CONVENIENT TO HER AND THE COMPANIES.
TO
THE EXTENT EXECUTIVE'S SERVICES ARE REQUIRED PURSUANT TO THIS PARAGRAPH 13 FOR
ANY EXTENDED PERIOD FOLLOWING THE TERMINATION DATE (OTHER THAN IN CONNECTION
WITH ANY GOVERNMENTAL OR REGULATORY INQUIRY OR ACTION), THE COMPANIES WILL PAY
TO EXECUTIVE A PER DIEM AMOUNT CALCULATED BASED ON EXECUTIVE'S ANNUAL BASE
SALARY IN EFFECT IMMEDIATELY PRIOR TO THE TERMINATION DATE.
THE COMPANIES AGREE
TO REIMBURSE THE EXECUTIVE FOR THE ACTUAL OUT-OF-POCKET EXPENSES SHE INCURS AS A
RESULT OF HER COMPLYING WITH THIS PARAGRAPH 13, INCLUDING BUT NOT LIMITED TO
REASONABLE LEGAL FEES, SUBJECT TO HER SUBMISSION TO THE COMPANIES OF
DOCUMENTATION SUBSTANTIATING SUCH EXPENSES AS THE COMPANIES MAY REASONABLY
REQUIRE.
14.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS
ALL THE TERMS AND CONDITIONS AGREED UPON BY THE PARTIES AND SUPERSEDES ANY PRIOR
AGREEMENT BETWEEN THE PARTIES REGARDING EXECUTIVE'S EMPLOYMENT WITH AND
SEPARATION FROM EMPLOYMENT WITH THE COMPANIES.
NO PROVISION OF THIS AGREEMENT
MAY BE ALTERED, MODIFIED AND/OR CANCELLED EXCEPT UPON THE EXPRESS WRITTEN
CONSENT OF THE PARTIES.
NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS
AGREEMENT NECESSARY TO CARRY OUT THE INTENTION OF THE PARTIES AS EXPRESSED
HEREIN AND THOSE IN SECTIONS 6 (AS AMENDED HEREBY),