LITIGATION TO ENFORCE ANY FINAL DETERMINATION (AS
DEFINED IN EXHIBIT B HERETO).
EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY UNITED STATES DISTRICT COURT OR SOUTH CAROLINA STATE
COURT OF COMPETENT JURISDICTION SITTING IN GREENVILLE COUNTY, SOUTH CAROLINA,
AND AGREES THAT SUCH COURT SHALL BE THE EXCLUSIVE FORUM WITH RESPECT TO DISPUTES
AND CLAIMS UNDER PARAGRAPHS 5 AND 6 AND FOR THE ENFORCEMENT OF ANY FINAL
DETERMINATION.
EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY
REGISTERED MAIL
13
OR PERSONAL SERVICE AND WAIVES ANY OBJECTION ON THE GROUNDS OF PERSONAL
JURISDICTION, VENUE OR INCONVENIENCE OF THE FORUM.
EACH PARTY HERETO FURTHER
AGREES THAT EACH OTHER PARTY HERETO MAY INITIATE LITIGATION IN ANY COURT OF
COMPETENT JURISDICTION TO EXECUTE ANY JUDICIAL JUDGMENT ENFORCING A FINAL
DETERMINATION.
*
*
*
*
*
14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
KEMET Corporation
By:
/s/ FRANK G. BRANDENBERG
Its:
Chairman, Board of Directors
/s/ PER-OLOF LOOF
Per-Olof Loof
Exhibit A
GENERAL RELEASE
I, Per-Olof Loof, in
consideration of and subject to the performance by KEMET
Corporation, a Delaware corporation (together with its subsidiaries, the
"Company"), of its obligations under the Employment Agreement, dated as
of
,
(the "Agreement"), do hereby release and forever
discharge as of the date hereof the Company and its affiliates and all present
and former directors, officers, agents, representatives, employees, successors
and assigns of the Company and its affiliates and the Company's direct or
indirect owners (collectively, the "Released Parties") to the extent provided
below.
1.
I understand that any payments or
benefits paid or granted to me under paragraph 4(b) of the Agreement represent,
in part, consideration for signing this General Release and are not salary,
wages or benefits to which I was already entitled. I understand and agree that I
will not receive the payments and benefits specified in paragraph 4(b) of the
Agreement unless I execute this General Release and do not revoke this General
Release within the time period permitted hereafter or breach this General
Release.
Such payments and benefits will not be considered compensation for
purposes of any employee benefit plan, program, policy or arrangement maintained
or hereafter established by the Company or its affiliates.
I also acknowledge
and represent that I have received all payments and benefits that I am entitled
to receive (as of the date hereof) by virtue of any employment by the Company.
2.
Except as provided in paragraph 4 below
and except as may be expressly provided in
the CIC Agreement, the Retention
Agreement, and
the provisions of my Employment Agreement which expressly
survive the termination of my employment with the Company, I knowingly and
voluntarily (for myself, my heirs, executors, administrators and assigns)
release and forever discharge the Company and the other Released Parties from
any and all claims, suits, controversies, actions, causes of action,
cross-claims, counter-claims, demands, debts, compensatory damages, liquidated
damages, punitive or exemplary damages, other damages, claims