HEARING OR PROCEEDING
CONDUCTED BY THE EEOC, THOUGH THE EXECUTIVE SHALL NOT SEEK OR ACCEPT ANY
PERSONAL OR MONETARY RELIEF SHOULD HE OR ANY OTHER PERSON, ORGANIZATION OR
ENTITY ASSERT ANY SUCH CLAIM ON HIS BEHALF.
(B)
BECAUSE THE EXECUTIVE IS AT LEAST FORTY (40) YEARS OF AGE, HE HAS
SPECIFIC RIGHTS UNDER THE OLDER WORKERS BENEFIT PROTECTION ACT ("OWBPA"), WHICH
PROHIBITS DISCRIMINATION ON THE BASIS OF AGE.
IT IS THE COMPANY'S DESIRE AND
INTENT TO MAKE CERTAIN THE EXECUTIVE FULLY UNDERSTAND THE PROVISIONS AND EFFECT
OF THIS AGREEMENT.
TO THAT END, THE EXECUTIVE IS ENCOURAGED, AND HAS BEEN GIVEN
THE OPPORTUNITY, TO CONSULT WITH LEGAL COUNSEL FOR THE PURPOSE OF REVIEWING THE
TERMS OF THIS AGREEMENT.
ALSO, CONSISTENT WITH THE PROVISIONS OF THE OWBPA, AND
AS DESCRIBED IN SECTION 13 OF THIS AGREEMENT, THE COMPANY IS PROVIDING THE
EXECUTIVE WITH TWENTY-ONE (21) DAYS IN WHICH TO CONSIDER AND ACCEPT THE TERMS OF
THIS AGREEMENT AND SEVEN (7) DAYS AFTER HE SIGNS THIS AGREEMENT TO REVOKE IT.
(C)
THE COMPANY DOES HEREBY WAIVE, RELEASE AND FOREVER DISCHARGE THE
EXECUTIVE, HIS HEIRS, EXECUTORS, ADMINISTRATORS AND ASSIGNS, IF ANY (THE
"EXECUTIVE RELEASED PARTIES"), OF AND FROM ANY AND ALL ACTIONS, CAUSES OF
ACTION, CLAIMS, SUITS, DEMANDS, RIGHTS, DAMAGES, ACCOUNTS, JUDGMENTS, WAGES,
COMMISSIONS, EXECUTIONS, DEBTS, OBLIGATIONS, ATTORNEYS' FEES, COSTS AND ALL
OTHER LIABILITIES OF ANY KIND OR DESCRIPTION WHATSOEVER, EITHER AT LAW OR IN
EQUITY, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT THE COMPANY NOW
HAS OR HAS HAD AGAINST ANY OF THE EXECUTIVE RELEASED PARTIES FOR OR BY REASON OF
ANY CAUSE, MATTER OR EVENT WHATSOEVER, THROUGH THE DATE IT SIGNS THIS
AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION,
THIS RELEASE SHALL NOT APPLY TO CLAIMS RELATING TO THE VALIDITY OR ENFORCEMENT
OF THIS AGREEMENT, CLAIMS FOR REIMBURSEMENT OF AMOUNTS PAID IN INDEMNIFICATION,
IF IT IS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION THAT THE
COMPANY'S INDEMNIFICATION OF THE EXECUTIVE WAS IMPROPER AND FOR CLAIMS UNDER
SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR FOR CLAIMS
UNDER ANY INSIDER TRADING LAW OR TO CLAIMS BASED ON THE EXECUTIVE'S INTENTIONAL
ACTS.
6.
RETURN OF COMPANY PROPERTY.
ALL INFORMATION AND DOCUMENTS
RELATING TO THE COMPANY SHALL BE THE EXCLUSIVE PROPERTY OF THE COMPANY AND THE
EXECUTIVE SHALL USE HIS BEST EFFORTS TO PREVENT ANY PUBLICATION OR DISCLOSURE
THEREOF.
BY THE EXECUTION DATE, THE EXECUTIVE SHALL HAVE DELIVERED TO THE
COMPANY ALL COMPANY PROPERTY OF ANY KIND OR CHARACTER, WHICH SHALL INCLUDE, BUT
NOT BE LIMITED TO, ALL COMPANY IDENTIFICATION AND CREDIT CARDS, ANY COMPANY
EQUIPMENT, BOOKS, KEYS, JOURNALS, RECORDS, PUBLICATIONS, FILES, COMPUTERS AND
COMPUTER DISKS, CELLULAR PHONES AND PDAS, MEMORANDA AND DOCUMENTS OF ANY KIND OR
DESCRIPTION, OR ANY OTHER COMPANY PROPERTY THAT MAY BE IN HIS POSSESSION,
CUSTODY OR CONTROL.
7.
CONFIDENTIALITY.
EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY,
DISCLOSE OR PERMIT TO BE KNOWN, TO ANY PERSON, FIRM OR CORPORATION, ANY
CONFIDENTIAL INFORMATION RELATING TO THE COMPANY, THE DIRECTORS OF THE COMPANY,
OR