CONTRACT, TORTS OR ANY OTHER CLAIMS IN ANY WAY RELATED TO
THE EXECUTIVE'S EMPLOYMENT WITH OR TERMINATION FROM THE COMPANY.
THIS RELEASE
ALSO INCLUDES A RELEASE OF ANY CLAIMS FOR AGE DISCRIMINATION UNDER THE AGE
DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED ("ADEA").
THE ADEA REQUIRES THAT
THE EXECUTIVE BE ADVISED
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TO CONSULT WITH AN ATTORNEY BEFORE THE EXECUTIVE WAIVES ANY CLAIM UNDER ADEA.
IN ADDITION, THE ADEA PROVIDES THE EXECUTIVE WITH AT LEAST 21 DAYS TO DECIDE
WHETHER TO WAIVE CLAIMS UNDER ADEA AND SEVEN DAYS AFTER THE EXECUTIVE SIGNS THE
AGREEMENT TO REVOKE THAT WAIVER.
THIS RELEASE DOES NOT RELEASE THE COMPANY FROM
ANY OBLIGATIONS DUE TO THE EXECUTIVE (I) UNDER THIS AGREEMENT, (II) UNDER THE
NON-CORE BUSINESS PAYMENT AGREEMENT, (III) UNDER THE EXECUTIVE'S STOCK OPTION
AGREEMENTS, OR (IV) FOR INDEMNIFICATION IN ACCORDANCE WITH THE COMPANY'S
BY-LAWS.
9.
IN CONSIDERATION OF THE ABOVE, THE
SUFFICIENCY OF WHICH THE COMPANY HEREBY ACKNOWLEDGES, THE COMPANY HEREBY
RELEASES AND FOREVER DISCHARGES THE EXECUTIVE AND HIS HEIRS, EXECUTORS AND
ASSIGNS, FROM ALL CLAIMS, CHARGES OR DEMANDS, IN LAW OR IN EQUITY, WHETHER KNOWN
OR UNKNOWN, WHICH MAY HAVE EXISTED OR WHICH MAY NOW EXIST FROM THE BEGINNING OF
TIME TO THE DATE OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS,
RELATED TO THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY.
THIS RELEASE DOES NOT
RELEASE THE EXECUTIVE FROM ANY OBLIGATIONS DUE TO THE COMPANY UNDER THIS
AGREEMENT, THE NON-CORE BUSINESS PAYMENT AGREEMENT OR THE EXECUTIVE'S STOCK
OPTION AGREEMENTS.
THE EXECUTIVE ACKNOWLEDGES, AND HEREBY CONFIRMS, THAT HIS
AGREEMENTS RELATING TO NONCOMPETITION AND NONSOLICITATION SET FORTH IN THE
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN ACGL AND THE EXECUTIVE DATED AS OF
OCTOBER 23, 2001 SHALL CONTINUE IN EFFECT IN ACCORDANCE WITH THEIR TERMS AND
SHALL SURVIVE THE EXERCISE OF THE OPTION SET FORTH IN SUCH NON-QUALIFIED STOCK
OPTION AGREEMENT AND CONTINUE THROUGH THE SECOND ANNIVERSARY OF THE TERMINATION
DATE.
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10.
THIS AGREEMENT IS NOT AN ADMISSION BY EITHER THE
EXECUTIVE OR THE COMPANY OF ANY WRONGDOING OR LIABILITY.
11.
THE EXECUTIVE UNDERSTANDS AND AGREES THAT THE
CONSIDERATION PROVIDED FOR HEREIN IS MORE THAN THE EXECUTIVE WOULD OTHERWISE BE
ENTITLED TO UNDER THE COMPANY'S EXISTING PLANS.
12.
THE EXECUTIVE WAIVES ANY RIGHT TO REINSTATEMENT
OR FUTURE EMPLOYMENT WITH THE COMPANY FOLLOWING THE EXECUTIVE'S SEPARATION FROM
THE COMPANY ON THE TERMINATION DATE.
13.
(A)
THE EXECUTIVE RECOGNIZES AND ACKNOWLEDGES
THAT THE COMPANY'S AND ITS SUBSIDIARIES' AND THEIR AFFILIATES' TRADE SECRETS AND
CONFIDENTIAL OR PROPRIETARY INFORMATION, ARE VALUABLE, SPECIAL AND UNIQUE ASSETS
OF THE COMPANY'S BUSINESS.
FOR PURPOSES OF THIS AGREEMENT, A TRADE SECRET OR
CONFIDENTIAL OR PROPRIETARY INFORMATION SHALL MEAN AND INCLUDE INFORMATION
TREATED AS CONFIDENTIAL OR AS A TRADE SECRET BY THE COMPANY, ANY OF ITS
SUBSIDIARIES OR THEIR AFFILIATES, INCLUDING BUT NOT LIMITED TO INFORMATION
REGARDING CONTEMPLATED PRODUCTS, MODELS, COMPILATIONS, BUSINESS AND FINANCIAL
METHODS OR PRACTICES, MARKETING, MERCHANDISING AND SELLING TECHNIQUES,
CUSTOMERS, VENDORS, SUPPLIERS, TRADE SECRETS, TRAINING PROGRAMS, MANUALS OR
MATERIALS, TECHNICAL INFORMATION, CONTRACTS, SYSTEMS, PROCEDURES, MAILING LISTS,
KNOW-HOW, TRADE NAMES, IMPROVEMENTS,