in this section shall be and remain
in effect in all respects as a complete general release as to the matters
released. This release does not extend to any obligations under the Employment
Agreement or any obligations incurred under this Agreement.
Notwithstanding the foregoing, this release shall not cover Executive's rights
to payments and benefits under any benefit plan or policy (other than any
severance plan or policy), Executive's rights to indemnification under the
by-laws or Articles of Incorporation of the Company or under any directors' and
officers' liability insurance coverage maintained by the Company or any other
rights to indemnification or Executive's rights with regard to any equity
granted or under any benefit plan.
5.
ACKNOWLEDGEMENT OF WAIVER OF CLAIMS UNDER ADEA.
EXECUTIVE
ACKNOWLEDGES THAT HE IS WAIVING AND RELEASING ANY RIGHTS HE MAY HAVE UNDER THE
AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 ("ADEA") AND THAT THIS WAIVER AND
RELEASE IS KNOWING AND VOLUNTARY. EXECUTIVE AND THE COMPANY AGREE THAT THIS
WAIVER AND RELEASE DOES NOT APPLY TO ANY RIGHTS OR CLAIMS THAT MAY ARISE UNDER
THE ADEA AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.
EXECUTIVE ACKNOWLEDGES
THAT THE CONSIDERATION GIVEN FOR THIS WAIVER AND RELEASE AGREEMENT IS IN
ADDITION TO ANYTHING OF VALUE TO WHICH EXECUTIVE WAS ALREADY ENTITLED.
EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THIS WRITING THAT (A)
HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT; (B) HE HAS
AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT; (C) HE
HAS SEVEN (7) DAYS FOLLOWING THE EXECUTING OF THIS AGREEMENT BY THE PARTIES TO
REVOKE THE AGREEMENT; AND (D) THIS AGREEMENT SHALL NOT BE EFFECTIVE UNTIL THE
REVOCATION PERIOD HAS EXPIRED.
ANY REVOCATION SHOULD BE IN WRITING AND
DELIVERED TO THE COMPANY AS PROVIDED IN
2
PARAGRAPH (B) OF SECTION 9 OF THE EMPLOYMENT AGREEMENT, BY CLOSE OF BUSINESS ON
THE SEVENTH DAY FROM THE DATE THAT EXECUTIVE SIGNS THIS AGREEMENT.
6.
NO PENDING OR FUTURE LAWSUITS.
EXECUTIVE REPRESENTS THAT HE HAS
NO LAWSUITS, CLAIMS, OR ACTIONS PENDING IN HIS NAME, OR ON BEHALF OF ANY OTHER
PERSON OR ENTITY, AGAINST THE COMPANY OR ANY OTHER PERSON OR ENTITY REFERRED TO
HEREIN.
EXECUTIVE ALSO REPRESENTS THAT HE DOES NOT INTEND TO BRING ANY CLAIMS
ON HIS OWN BEHALF OR ON BEHALF OF ANY OTHER PERSON OR ENTITY AGAINST THE COMPANY
OR ANY OTHER PERSON OR ENTITY REFERRED TO HEREIN WITH REGARD TO MATTERS RELEASED
HEREUNDER.
7.
COSTS.
THE PARTIES SHALL EACH BEAR THEIR OWN COSTS, EXPERT FEES,
ATTORNEYS' FEES AND OTHER FEES INCURRED IN CONNECTION WITH THIS AGREEMENT.
8.
AUTHORITY.
EXECUTIVE REPRESENTS AND WARRANTS THAT HE HAS THE
CAPACITY TO ACT ON HIS OWN BEHALF AND ON BEHALF OF ALL WHO MIGHT CLAIM THROUGH
HIM TO BIND THEM TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
9.
NO REPRESENTATIONS.
EXECUTIVE REPRESENTS THAT HE HAS HAD THE
OPPORTUNITY TO CONSULT WITH AN ATTORNEY, AND HAS CAREFULLY READ AND UNDERSTANDS
THE SCOPE AND EFFECT OF THE PROVISIONS OF THIS