CLAIMS,
GRIEVANCES, LIABILITIES, OBLIGATIONS, PROMISES, AGREEMENTS, DAMAGES, CAUSES OF
ACTION, RIGHTS, DEBTS, DEMANDS, CONTROVERSIES, COSTS, LOSSES, AND EXPENSES
(INCLUDING ATTORNEYS' FEES AND EXPENSES) WHATSOEVER (THE "EMPLOYER CLAIMS")
UNDER ANY MUNICIPAL, LOCAL, STATE, OR FEDERAL LAW, COMMON OR STATUTORY, WHETHER
ARISING IN CONTRACT OR TORT, FOR ANY ACTIONS OR ADMISSIONS WHATSOEVER, WHETHER
KNOWN OR UNKNOWN, THAT EXISTED OR MAY HAVE EXISTED PRIOR TO, OR
CONTEMPORANEOUSLY WITH, THE EFFECTIVE TIME OF SETTLEMENT.
NOTWITHSTANDING
ANYTHING CONTAINED TO THE CONTRARY IN THIS AGREEMENT, EMPLOYER DOES NOT RELEASE
PURSUANT TO THIS AGREEMENT ANY EMPLOYER CLAIMS AGAINST EMPLOYEE, HIS OR HER
HEIRS, ASSIGNS, REPRESENTATIVES, AGENTS, ATTORNEYS AND INSURERS, FOR ANY ACTS OR
OMISSIONS OF EMPLOYEE CONSTITUTING "CAUSE" AS DEFINED IN THIS AGREEMENT.
4.
EFFECT ON RETIREMENT AND OTHER BENEFIT
PLANS.
FOR PURPOSES OF ANY EMPLOYEE BENEFIT PLANS OF EMPLOYER, INCLUDING ITS
401K PLAN, ANY PAYMENTS MADE PURSUANT TO THIS AGREEMENT SHALL BE SUBJECT TO THE
TERMS AND CONDITIONS, INCLUDING THE METHOD OF COMPUTING COMPENSATION OR
CONTRIBUTIONS, OF SUCH PLAN AS THEY EXIST AT THE EFFECTIVE TIME OF SETTLEMENT.
NEITHER THIS AGREEMENT NOR ANY PAYMENTS MADE PURSUANT TO THIS AGREEMENT ARE
INTENDED TO CONSTITUTE A "RETIREMENT PLAN" OR "WELFARE PLAN" UNDER THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED.
5.
NON-ASSIGNABILITY.
EMPLOYEE MAY NOT
ASSIGN, PLEDGE OR OTHERWISE DISPOSE OF ANY OF HER OR HIS RIGHTS, OBLIGATIONS, OR
INTERESTS UNDER THIS AGREEMENT.
IF EMPLOYEE ATTEMPTS TO ASSIGN, PLEDGE OR
OTHERWISE DISPOSE OF ANY RIGHT EMPLOYEE MAY HAVE UNDER THIS AGREEMENT, OR IF ANY
LEVY, ATTACHMENT, EXECUTION, OR SIMILAR PROCESS UPON THE RIGHT OR INTEREST
CONFERRED BY THIS AGREEMENT OCCURS, EMPLOYER MAY IMMEDIATELY TERMINATE THIS
AGREEMENT AND EMPLOYEE'S RIGHT TO RECEIVE ANY PAYMENTS PURSUANT TO THIS
AGREEMENT, AND THIS AGREEMENT AND ALL OF EMPLOYEE'S RIGHTS PURSUANT TO THIS
AGREEMENT SHALL THEREUPON BECOME NULL AND VOID.
6.
PAYMENT FROM THE SETTLEMENT PROCEEDS.
THE BONUS IS PART OF THE SETTLEMENT PROCEEDS TO BE OBTAINED BY EMPLOYER PURSUANT
TO THE SETTLEMENT AGREEMENT.
THE BONUS CONTEMPLATED TO BE PAID HEREUNDER WILL
NOT BE PAID UNLESS THE SETTLEMENT AGREEMENT IS FINALLY APPROVED BY THE COURT AND
UNTIL THE EFFECTIVE TIME OF SETTLEMENT.
7.
INTERPRETATION.
THE SPECIAL COMMITTEE
OF EMPLOYER SHALL HAVE FULL AND SOLE POWER AND AUTHORITY TO INTERPRET, CONSTRUE,
AND ADMINISTER THIS AGREEMENT.
THE SPECIAL COMMITTEE'S INTERPRETATIONS AND
CONSTRUCTION HEREOF, AND ACTIONS HEREUNDER, INCLUDING THE AMOUNT OR RECIPIENT OF
ANY BONUS, SHALL BE BINDING AND CONCLUSIVE ON ALL PERSONS AND ENTITIES FOR ALL
PURPOSES.
NONE OF THE INDIVIDUAL MEMBERS OF THE SPECIAL COMMITTEE, THE SPECIAL
COMMITTEE, EMPLOYER OR ANY OFFICER OR DIRECTOR OF EMPLOYER SHALL BE LIABLE TO
ANY PERSON OR ENTITY, INCLUDING EMPLOYEE AND HER OR HIS REPRESENTATIVE OR AGENT,
FOR ANY ACTION TAKEN, OR OMITTED TO BE TAKEN, IN CONNECTION WITH THE
INTERPRETATION AND ADMINISTRATION OF THIS AGREEMENT UNLESS ATTRIBUTABLE TO HIS,
HER OR ITS A LACK OF GOOD FAITH.
8.
TAX WITHHOLDING.
EMPLOYER SHALL
WITHHOLD FROM ANY BONUS PAYMENT ALL INCOME, EMPLOYMENT, AND OTHER TAXES AND
BENEFITS AS EMPLOYER DEEMS NECESSARY TO SATISFY THE EMPLOYEE'S OBLIGATIONS
PURSUANT