AFFECT ANY OTHER PROVISION OR ANY OTHER JURISDICTION, BUT THIS LETTER
AGREEMENT SHALL BE REFORMED, CONSTRUED AND ENFORCED IN SUCH JURISDICTION AS IF
SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED
HEREIN.
11.
NATURE OF AGREEMENT - YOU AGREE THAT NEITHER THIS LETTER AGREEMENT, NOR
THE FURNISHING OF THE CONSIDERATION FOR THIS LETTER AGREEMENT, SHALL BE DEEMED
OR CONSTRUED AT ANY TIME TO BE AN ADMISSION BY THE COMPANY, ANY RELEASED PARTY
OR YOURSELF OF ANY IMPROPER OR UNLAWFUL CONDUCT.
12.
UNDERSTANDINGS - YOU UNDERSTAND THAT ANY PAYMENTS OR BENEFITS PAID OR
GRANTED TO YOU UNDER PARAGRAPH 4(B) OF THE EMPLOYMENT AGREEMENT REPRESENT, IN
PART, CONSIDERATION FOR SIGNING THIS LETTER AGREEMENT AND ARE NOT SALARY, WAGES
OR BENEFITS TO WHICH YOU WERE ALREADY ENTITLED.
YOU UNDERSTAND AND AGREE THAT
YOU WILL NOT RECEIVE THE PAYMENTS AND BENEFITS SPECIFIED IN PARAGRAPH 2 HEREIN
UNLESS YOU EXECUTE THIS LETTER AGREEMENT AND DO NOT REVOKE THIS LETTER AGREEMENT
WITHIN THE TIME PERIOD PERMITTED HEREAFTER OR BREACH THIS LETTER AGREEMENT.
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.
YOU ALSO ACKNOWLEDGE
AND REPRESENT THAT YOU HAVE RECEIVED ALL PAYMENTS AND BENEFITS THAT YOU ARE
ENTITLED TO RECEIVE (AS OF THE DATE HEREOF) BY VIRTUE OF ANY EMPLOYMENT BY THE
COMPANY.
13.
ACKNOWLEDGMENTS - BY SIGNING THIS LETTER AGREEMENT, YOU REPRESENT AND
AGREE THAT: (I) YOU HAVE READ IT CAREFULLY; (II) YOU UNDERSTAND ALL OF ITS TERMS
AND KNOW THAT YOU ARE GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO,
RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED; TITLE
VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963; THE
AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED; (III) YOU VOLUNTARILY CONSENT TO EVERYTHING IN
IT; (IV) YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT;
(V) YOU HAVE BEEN GIVEN ALL TIME PERIODS REQUIRED BY LAW TO CONSIDER THIS LETTER
AGREEMENT, INCLUDING THE
5
21-DAY PERIOD REQUIRED BY THE AGE DISCRIMINATION IN EMPLOYMENT ACT; (VI) YOU
UNDERSTAND THAT YOU HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS LETTER AGREEMENT
TO REVOKE IT, AND SUCH REVOCATION MUST BE IN WRITING AND DELIVERED TO [INSERT
NAME] BEFORE THE EXPIRATION OF THE REVOCATION PERIOD, AND THAT THIS LETTER
AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD
HAS EXPIRED; (VII) YOU HAVE SIGNED THIS LETTER AGREEMENT KNOWINGLY AND
VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE YOU WITH
RESPECT TO IT; AND (VIII) YOU AGREE THAT THE PROVISIONS OF THIS LETTER AGREEMENT
MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN
WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND YOU.
14.
ENTIRE AGREEMENT - THIS LETTER AGREEMENT AND THE PARAGRAPHS THAT SURVIVE
PURSUANT TO PARAGRAPH 11 OF THE