TO SUE OR ASSERT A CLAIM AGAINST
ANY OF THE RELEASEES, AS DESCRIBED IN THIS SECTION 8 AND THE OTHER PROVISIONS
HEREOF.
THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN
ANY MANNER WHATSOEVER TO SIGN THE AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF
ITS TERMS VOLUNTARILY.
E.
THE EXECUTIVE SHALL HAVE SEVEN DAYS FROM
THE DATE OF HIS EXECUTION OF THE AGREEMENT TO REVOKE THE AGREEMENT, INCLUDING
THE RELEASE GIVEN UNDER THIS SECTION 8 WITH RESPECT TO ALL CLAIMS REFERRED TO
HEREIN (INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMS ARISING UNDER ADEA).
IF THE EXECUTIVE REVOKES THE AGREEMENT INCLUDING, WITHOUT LIMITATION, THE
RELEASE GIVEN UNDER THIS SECTION 8, THE EXECUTIVE WILL BE DEEMED NOT TO HAVE
ACCEPTED THE TERMS OF THE AGREEMENT, INCLUDING ANY ACTION REQUIRED OF THE
COMPANY BY ANY SECTION OF THE AGREEMENT.
F.
NOTWITHSTANDING THE FOREGOING, THE
EXECUTIVE DOES NOT RELEASE, DISCHARGE OR WAIVE ANY RIGHTS TO INDEMNIFICATION
THAT HE MAY HAVE UNDER THE BY-LAWS OF THE COMPANY, THE LAWS OF THE STATE OF
DELAWARE, ANY INDEMNIFICATION AGREEMENT BETWEEN THE EXECUTIVE AND THE COMPANY OR
ANY INSURANCE COVERAGE MAINTAINED BY OR ON BEHALF OF THE COMPANY.
G.
EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, THE COMPANY ON BEHALF OF ITSELF AND THE MEMBERS OF THE COMPANY GROUP
HEREBY RELEASE, REMISE AND ACQUIT THE EXECUTIVE AND HIS
6
SUCCESSORS, ASSIGNS, HEIRS AND ADVISERS (COLLECTIVELY, THE "EXECUTIVE
RELEASEES"), JOINTLY AND SEVERALLY, FROM (I) ANY AND ALL CLAIMS, KNOWN OR
UNKNOWN, WHICH THE COMPANY GROUP HAS OR MAY HAVE AGAINST ANY OF SUCH EXECUTIVE
RELEASEES BASED UPON ANY MATTER OR THING OCCURRING ON OR PRIOR TO THE DATE OF
THIS AGREEMENT; AND (II) ANY AND ALL LIABILITIES WHICH ANY OF SUCH EXECUTIVE
RELEASEES MAY HAVE TO THE COMPANY GROUP ARISING FROM OR RELATING TO: THE
EXECUTIVE'S EMPLOYMENT RELATIONSHIP WITH OR SERVICES IN ANY AND ALL CAPACITIES
TO THE COMPANY GROUP (COLLECTIVELY "COMPANY CLAIMS").
THE COMPANY GROUP FURTHER
AGREES THAT NEITHER THE COMPANY NOR ANY MEMBER OF THE COMPANY GROUP WILL FILE OR
PERMIT TO BE FILED ANY SUCH CLAIM.
NOTWITHSTANDING THE FOREGOING, THIS
SECTION 8G (THE COMPANY GROUP RELEASE) SHALL NOT APPLY TO ANY COMPANY CLAIM THAT
THE COMPANY GROUP MAY HAVE AGAINST ANY OF THE EXECUTIVE RELEASEES: (I) FOR THE
PERFORMANCE BY THE EXECUTIVE OF HIS AGREEMENTS AND OTHER OBLIGATIONS UNDER THIS
AGREEMENT; OR (II) AS A RESULT OF ANY CRIMINAL CONDUCT, INCLUDING ANY ACT OF
FRAUD, THEFT OR VIOLATION OF ANY GOVERNMENTAL REGULATIONS OR LAW, COMMITTED BY
THE EXECUTIVE THAT, INDIVIDUALLY OR IN THE AGGREGATE, RESULTS, OR IN THE GOOD
FAITH JUDGMENT OF THE BOARD COULD RESULT IN MATERIAL MONETARY DAMAGE TO THE
COMPANY OR ANY MEMBER OF THE COMPANY GROUP.
9.
Availability of Relief.
A.
IN THE EVENT THAT THE EXECUTIVE FAILS TO
ABIDE BY ANY OF THE TERMS OF THE AGREEMENT, THE COMPANY MAY, IN ADDITION TO ANY
OTHER REMEDIES IT MAY HAVE, TERMINATE ANY BENEFITS OR PAYMENTS THAT ARE
SUBSEQUENTLY DUE UNDER THE AGREEMENT, WITHOUT WAIVING THE RELEASE