(c)
any entitlement the RELEASOR may have to bonuses, options, or shares pursuant to
any of the incentive plans made available to the RELEASOR by the Employer
including, without limitation, any Short-Term Incentive Plan, Medium Term
Incentive Plan and Long-Term Incentive Plan in place at the time of execution of
this Release and any claims arising out of the termination of the aforesaid
plans;
(d)
any loss of office; and
(e)
the termination of any other of the RELEASOR'S allowances and benefits
(all of which are hereinafter referred to as the "Matters").
THE RELEASOR FURTHER COVENANTS AND AGREES that this RELEASE shall bind, as
applicable, the RELEASOR'S officers, directors, partners, shareholders,
employees, agents, successors, administrators, executors, heirs and assigns, and
the RELEASEE shall not by the payment of the consideration aforesaid or
otherwise, be deemed to have admitted any liability to the RELEASOR in respect
of any claim which the RELEASOR presently has or hereafter can, shall or may
have and any such liability by the RELEASEE is in fact expressly denied.
THE RELEASOR ACKNOWLEDGES that any person or entity who satisfies the definition
of "RELEASEE" set forth above has the direct right to enforce this RELEASE
against the RELEASOR.
To the extent required by law to give full effect to
these direct rights, the RELEASOR agrees and acknowledges that the Employer is
acting as agent and/or as trustee of any other RELEASEE who is a RELEASEE by
virtue of its relationship to the Employer.
IT IS FURTHER UNDERSTOOD AND AGREED that for the consideration expressed herein,
the RELEASOR agrees not to make any claim or take any proceedings against any
other person or corporation who might claim contribution or indemnity from the
RELEASEE with respect to any of the Matters.
IT IS FURTHER UNDERSTOOD AND AGREED that the RELEASOR will not disclose, except
in the necessary conduct of his business and to his legal and financial advisors
- 19 -
(and then only to the extent absolutely necessary) or unless required to do so
by law, the fact of, or the terms of this RELEASE.
IT IS FURTHER UNDERSTOOD AND AGREED that the RELEASOR HEREBY REPRESENTS AND
DECLARES that the RELEASOR executes this RELEASE as the RELEASOR'S own free act
(and has not been influenced to any extent whatsoever in executing this RELEASE
by any representations or statements made by the RELEASEE, or by any person on
behalf of the RELEASEE) and that the RELEASOR has read this RELEASE and has had
an opportunity to take independent legal advice as to its terms and the RELEASOR
acknowledges that the RELEASEE relies on this representation and declaration.
THIS RELEASE shall be governed by, and construed in accordance with, the laws of
the Province of British Columbia and the laws of Canada applicable therein.
IN THE EVENT THAT any provision of this RELEASE becomes or is declared by a
court of competent jurisdiction or arbitrator to be illegal, unenforceable or
void, this RELEASE shall continue in full force and effect