AND WAIVER:
A.
HIPP ACKNOWLEDGES THAT THIS AGREEMENT
INCLUDES A WAIVER OF RIGHTS AND CLAIMS UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT AND UNDERSTANDS THAT HE IS NOT WAIVING RIGHTS OR CLAIMS THAT MAY
ARISE AFTER THE DATE THE PARTIES EXECUTE THIS AGREEMENT (HIPP HEREBY
ACKNOWLEDGING THAT ANY CLAIMS ARISING OUT HIS RESIGNATION AROSE PRIOR TO THE
DATE HEREOF);
B.
IN EXCHANGE FOR THIS GENERAL RELEASE AND
WAIVER HEREUNDER, HIPP HEREBY ACKNOWLEDGES THAT HE HAS RECEIVED SEPARATE
CONSIDERATION BEYOND THAT TO WHICH HE IS OTHERWISE ENTITLED UNDER ARC POLICY OR
APPLICABLE LAW;
C.
HIPP ACKNOWLEDGES THAT HE HAS ENTERED
INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY WITH FULL UNDERSTANDING OF ITS
TERMS;
D.
HIPP ACKNOWLEDGES THAT HE HAS WAIVED HIS
RIGHT TO CONSIDER THIS AGREEMENT FOR AT LEAST TWENTY-ONE (21) DAYS; AND
E.
HIPP UNDERSTANDS THAT HE MAY REVOKE
THIS AGREEMENT DURING THE SEVEN ( 7) CALENDAR DAYS FOLLOWING EXECUTION OF THIS
AGREEMENT IF SUCH REVOCATION IS RECEIVED IN HAND BY ARC TO THE ATTENTION OF S.
PURCELL BY 5PM ON THE SEVENTH DAY, AND THAT THE AGREEMENT SHALL NOT BECOME
EFFECTIVE OR ENFORCEABLE UNTIL AFTER 5PM ON SUCH SEVENTH CALENDAR DAY.
Hipp acknowledges that he may learn of circumstances bearing upon the things and
items released by this Agreement, but it is his intention by doing so and doing
the acts called for by this Agreement, that this Agreement shall be effective as
a full and final accord and satisfaction and release of each and every thing and
item released herein, whether known or unknown.
6.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HIPP COVENANTS NOT TO SUE
OR TO INSTITUTE OR CAUSE TO BE INSTITUTED ANY KIND OF CLAIM OR ACTION (EXCEPT TO
ENFORCE THIS AGREEMENT) IN ANY FEDERAL, STATE OR LOCAL AGENCY OR COURT AGAINST
ANY OF THE PARTIES RELEASED HEREBY RELATING TO THE MATTERS COVERED BY SUCH
RELEASES.
7.
HIPP WARRANTS AND REPRESENTS THAT HE HAS NEITHER MADE, WILL MAKE,
NOR SUFFER TO BE MADE ANY ASSIGNMENT OR TRANSFER OF ANY RIGHT, CLAIM, DEMAND OR
CAUSE OF ACTION COVERED BY THE ABOVE RELEASES OR COVENANT NOT TO SUE, THAT HE IS
THE SOLE AND ABSOLUTE OWNER THEREOF, AND THAT HE HAS NOT FILED OR SUFFERED TO BE
FILED ON HIS BEHALF AGAINST THE OTHER PARTY, ANY
4
CLAIM, ACTION, DEMAND OF ANY KIND COVERED BY THE ABOVE RELEASES OR COVENANT NOT
TO SUE AS OF THE TERMINATION DATE.
8.
NOT LATER THAN
MONDAY, JUNE 17, 2002, HIPP SHALL RETURN TO ARC
ALL PROPERTY OF ARC UNDER HIS POSSESSION OR CONTROL.
9.
NEITHER THIS AGREEMENT NOR PERFORMANCE HEREUNDER CONSTITUTES AN
ADMISSION BY EITHER PARTY OF ANY VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAW,
REGULATION, COMMON LAW, OF ANY BREACH OF ANY CONTRACT OR ANY OTHER WRONGDOING OF
ANY TYPE.
10.
IN THE EVENT THAT ANY SECTION OR PROVISION OF THIS AGREEMENT SHALL
BE DETERMINED TO BE CONTRARY TO GOVERNING LAW OR OTHERWISE UNENFORCEABLE, ALL
REMAINING PORTIONS OF THIS AGREEMENT SHALL BE ENFORCED TO THE MAXIMUM EXTENT