OFFICER LIABILITY INSURANCE MAINTAINED BY THE COMPANY WITH RESPECT TO
LIABILITIES ARISING AS A RESULT OF THE EXECUTIVE'S SERVICE AS AN OFFICER AND
EMPLOYEE OF THE COMPANY.
THE RELEASORS FURTHER AGREE THAT THE PAYMENTS AND
BENEFITS DESCRIBED IN THIS AGREEMENT SHALL BE IN FULL SATISFACTION OF ANY AND
ALL CLAIMS FOR PAYMENTS OR BENEFITS, WHETHER EXPRESS OR IMPLIED, THAT THE
RELEASORS MAY HAVE AGAINST THE COMPANY GROUP ARISING OUT OF THE EXECUTIVE'S
EMPLOYMENT RELATIONSHIP OR THE EXECUTIVE'S SERVICE AS AN EMPLOYEE, OFFICER AND
DIRECTOR OF THE COMPANY GROUP AND THE TERMINATION THEREOF.
6
(B)
SPECIFIC RELEASE OF ADEA CLAIMS.
IN FURTHER
CONSIDERATION OF THE PAYMENTS AND BENEFITS PROVIDED TO THE EXECUTIVE UNDER THIS
AGREEMENT, THE RELEASORS HEREBY UNCONDITIONALLY RELEASE AND FOREVER DISCHARGE
THE COMPANY GROUP, AND EACH OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS,
SHAREHOLDERS AND AGENTS FROM ANY AND ALL CLAIMS THAT THE RELEASORS MAY HAVE AS
OF THE DATE THE EXECUTIVE SIGNS THIS 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
AGREEMENT, THE EXECUTIVE HEREBY ACKNOWLEDGES AND CONFIRMS THE FOLLOWING:
(I) THE EXECUTIVE WAS ADVISED BY THE COMPANY IN CONNECTION WITH HER TERMINATION
TO CONSULT WITH AN ATTORNEY OF HER CHOICE PRIOR TO SIGNING THIS AGREEMENT AND TO
HAVE SUCH ATTORNEY EXPLAIN TO THE EXECUTIVE THE TERMS OF THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, THE TERMS RELATING TO THE EXECUTIVE'S RELEASE OF
CLAIMS ARISING UNDER ADEA AND, THE EXECUTIVE HAS IN FACT CONSULTED WITH AN
ATTORNEY; (II) THE EXECUTIVE WAS GIVEN A PERIOD OF NOT FEWER THAN 21 DAYS TO
CONSIDER THE TERMS OF THIS AGREEMENT AND TO CONSULT WITH AN ATTORNEY OF HER
CHOOSING WITH RESPECT THERETO; (III) THE EXECUTIVE IS PROVIDING THE RELEASE AND
DISCHARGE SET FORTH IN THIS SECTION 9(B) ONLY IN EXCHANGE FOR CONSIDERATION IN
ADDITION TO ANYTHING OF VALUE TO WHICH THE EXECUTIVE IS ALREADY ENTITLED; AND
(IV) THAT THE EXECUTIVE KNOWINGLY AND VOLUNTARILY ACCEPTS THE TERMS OF THIS
AGREEMENT.
(C)
NO ASSIGNMENT.
THE EXECUTIVE REPRESENTS
AND WARRANTS THAT SHE HAS NOT ASSIGNED ANY OF THE CLAIMS BEING RELEASED UNDER
THIS SECTION 9.
(D)
CLAIMS.
THE EXECUTIVE AGREES THAT SHE HAS
NOT INSTITUTED, ASSISTED OR OTHERWISE PARTICIPATED IN CONNECTION WITH, ANY
ACTION, COMPLAINT, CLAIM, CHARGE, GRIEVANCE, ARBITRATION, LAWSUIT,
ADMINISTRATIVE AGENCY PROCEEDING, OR ACTION AT LAW OR OTHERWISE AGAINST ANY
MEMBER OF THE COMPANY GROUP OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES,
DIRECTORS, SHAREHOLDERS OR AGENTS.
10.
Company Release.
The Company Group and each
of its respective officers, employees, directors, shareholders and agents hereby
irrevocably and unconditionally release the Executive from any and all Claims
arising from or in connection with the Executive's employment by the Company
Group and/or separation therefrom and/or the post-separation period thereafter
up to and including the date hereof; provided, however, that the release set
forth in this Section 10 shall not apply to Claims arising from or in connection
with material facts not known to the Company's Board of Directors on the