TO THE EXECUTIVE UNDER THE SUCCESSION AGREEMENT TO WHICH THE EXECUTIVE
FIRST BECOMES LEGALLY ENTITLED FOLLOWING THE EFFECTIVE DATE, AND AFTER
CONSULTATION WITH COUNSEL, THE EXECUTIVE AND EACH OF THE EXECUTIVE'S RESPECTIVE
HEIRS, EXECUTORS, ADMINISTRATORS, REPRESENTATIVES, AGENTS, SUCCESSORS AND
ASSIGNS (COLLECTIVELY, THE "RELEASORS") HEREBY IRREVOCABLY AND UNCONDITIONALLY
RELEASE AND FOREVER DISCHARGE THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES
AND EACH OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS AND
AGENTS ("RELEASEES") FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, RIGHTS,
JUDGMENTS, OBLIGATIONS, DAMAGES, DEMANDS, ACCOUNTINGS OR LIABILITIES OF WHATEVER
KIND OR CHARACTER, WHETHER KNOWN OR UNKNOWN (COLLECTIVELY, "CLAIMS"), INCLUDING,
WITHOUT LIMITATION, ANY CLAIMS UNDER ANY FEDERAL, STATE, LOCAL OR FOREIGN LAW,
THAT THE RELEASORS MAY HAVE, OR IN THE FUTURE MAY POSSESS, ARISING OUT, BASED
UPON, IN CONNECTION WITH OR OTHERWISE RELATING IN ANY WAY TO (I) THE EXECUTIVE'S
EMPLOYMENT RELATIONSHIP WITH AND SERVICE AS AN EMPLOYEE, OFFICER OR DIRECTOR OF
THE COMPANY, AND THE TERMINATION OF SUCH RELATIONSHIP OR SERVICE AND (II) ANY
EVENT, CONDITION, CIRCUMSTANCE OR OBLIGATION THAT OCCURRED, EXISTED OR AROSE ON
OR PRIOR TO THE DATE HEREOF; PROVIDED, HOWEVER, THAT NOTWITHSTANDING ANYTHING
ELSE CONTAINED IN THIS AGREEMENT TO THE CONTRARY, THIS AGREEMENT SHALL NOT
AFFECT: THE OBLIGATIONS OF THE COMPANY OR THE EXECUTIVE SET FORTH IN THE
SUCCESSION AGREEMENT OR ANY OTHER PLAN, POLICY OR ARRANGEMENT OF THE COMPANY OR
OTHER OBLIGATIONS THAT, IN EACH CASE, BY THEIR TERMS, ARE TO BE PERFORMED AFTER
THE DATE HEREOF BY THE COMPANY OR THE EXECUTIVE (INCLUDING, WITHOUT LIMITATION,
OBLIGATIONS TO THE EXECUTIVE UNDER THE SUCCESSION AGREEMENT FOR ANY SEVERANCE OR
SIMILAR PAYMENTS OR BENEFITS, UNDER ANY STOCK OPTION, STOCK OR EQUITY-BASED
AWARD, PLAN OR AGREEMENTS, OR PAYMENTS OR OBLIGATIONS UNDER ANY PENSION PLAN OR
OTHER BENEFIT OR DEFERRED COMPENSATION PLAN, ALL OF WHICH SHALL REMAIN IN EFFECT
IN ACCORDANCE WITH THEIR TERMS); ANY INDEMNIFICATION OR SIMILAR RIGHTS THE
EXECUTIVE HAS AS A CURRENT OR FORMER OFFICER OR DIRECTOR OF THE COMPANY,
INCLUDING, WITHOUT LIMITATION, ANY AND ALL RIGHTS THERETO REFERENCED IN THE
COMPANY'S BYLAWS, OTHER GOVERNANCE DOCUMENTS, OR ANY RIGHTS WITH RESPECT TO
DIRECTORS' AND OFFICERS' INSURANCE POLICIES; AND THE EXECUTIVE'S RIGHT TO
REIMBURSEMENT OF BUSINESS EXPENSES INCURRED PRIOR TO THE TERMINATION DATE.
(B)
SPECIFIC RELEASE OF ADEA CLAIMS.
IN FURTHER CONSIDERATION OF
THE PAYMENTS AND BENEFITS PROVIDED TO THE EXECUTIVE UNDER THE SUCCESSION
AGREEMENT TO WHICH THE EXECUTIVE FIRST BECOMES LEGALLY ENTITLED FOLLOWING THE
EFFECTIVE DATE, THE RELEASORS HEREBY UNCONDITIONALLY RELEASE AND FOREVER
DISCHARGE THE RELEASEES 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 his
termination
to consult with an attorney of his choice prior to signing this Agreement and to
have such attorney explain to the Executive the terms