THE AMERICANS WITH DISABILITIES ACT, THE FAIR LABOR STANDARDS ACT, THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE
SECURITIES ACT OF 1933, THE SECURITIES EXCHANGE ACT OF 1934, THE SARBANES-OXLEY
ACT, THE NEW JERSEY LAW AGAINST DISCRIMINATION, NEW JERSEY CONSCIENTIOUS
EMPLOYEE PROTECTION ACT, THE NEW JERSEY WAGE PAYMENT AND COLLECTION LAW AND
SIMILAR STATE OR LOCAL STATUTES, ORDINANCES, AND REGULATIONS; PROVIDED, THAT,
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, THIS GENERAL RELEASE
SHALL NOT EXTEND TO (X) BENEFIT CLAIMS UNDER AN EMPLOYEE PENSION
2
plan, the deferred compensation benefit plan or any other benefit plans in which
Cohen was a participant by virtue of his employment with the Company; (y)
indemnification rights Cohen may have by virtue of his status as a former
officer in accordance with applicable law and the Company's by-laws and that
certain Undertaking dated August 30, 2004; and (z) any obligation of the Company
under this Separation Agreement.
B.
EXCEPT FOR THE SURVIVAL AND CONTINUATION OF COHEN'S OBLIGATIONS
AS SET FORTH IN SECTION 5 OF THIS SEPARATION AGREEMENT, THE COMPANY FULLY,
FOREVER, IRREVOCABLY AND UNCONDITIONALLY RELEASES, REMISES, SETTLES AND
DISCHARGES COHEN FROM ANY AND ALL MANNER OF CLAIMS, CHARGES, COMPLAINTS, DEBTS,
LIABILITIES, DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, RIGHTS, COVENANTS,
CONTRACTS, CONTROVERSIES, AGREEMENTS, PROMISES, OMISSIONS, DAMAGES, OBLIGATIONS
AND EXPENSES OF ANY KIND, WHETHER KNOWN OR UNKNOWN, WHICH IT HAD, NOW HAS, OR
HEREAFTER MAY HAVE AGAINST COHEN ARISING FROM, OR RELATING IN ANY WAY TO COHEN'S
EMPLOYMENT BY THE COMPANY, EXCEPT FOR ACTIONS BY COHEN THAT CONSTITUTE FRAUD OR
OTHER INTENTIONAL MISCONDUCT.
C.
COHEN UNDERSTANDS THAT THE RELEASE OF CLAIMS HE HAS GIVEN, AS SET
FORTH IN SECTION 6A OF THIS AGREEMENT, INCLUDES A RELEASE OF CLAIMS ARISING
UNDER THE ADEA. COHEN UNDERSTANDS AND WARRANTS THAT HE HAS BEEN GIVEN A PERIOD
OF 21 DAYS TO REVIEW AND CONSIDER THIS AGREEMENT. BY HIS SIGNATURE BELOW, COHEN
WARRANTS THAT HE HAS CONSULTED WITH AN ATTORNEY AS TO THE TERMS OF THIS
AGREEMENT. COHEN FURTHER WARRANTS THAT HE UNDERSTANDS THAT HE MAY ACCEPT AND
RETURN THE AGREEMENT PRIOR TO THE EXPIRATION OF THIS 21-DAY REVIEW PERIOD, AND,
IF HE CHOOSES TO DO SO, HE WARRANTS THAT HE USED AS MUCH OF THE 21-DAY REVIEW
PERIOD AS HE REQUIRED AND RETURNED THE AGREEMENT KNOWINGLY AND VOLUNTARILY AND
WITHOUT ANY PRESSURE OR COERCION ON THE PART OF THE COMPANY OR ANY OF ITS
REPRESENTATIVES.
D.
COHEN FURTHER WARRANTS THAT HE UNDERSTANDS THAT HE HAS SEVEN (7)
DAYS AFTER SIGNING THIS AGREEMENT TO REVOKE THE AGREEMENT BY NOTICE IN WRITING
TO THE COMPANY'S HUMAN RESOURCES MANAGER AT MOUNT LAUREL, NEW JERSEY,
08054-4632. THIS AGREEMENT SHALL BE BINDING, EFFECTIVE, AND ENFORCEABLE UPON
BOTH PARTIES UPON THE EXPIRATION OF THIS SEVEN (7) DAY REVOCATION PERIOD WITHOUT
THE COMPANY HAVING RECEIVED SUCH REVOCATION, BUT NOT BEFORE SUCH TIME.
7.
PROVIDED COHEN HAS EXECUTED THIS AGREEMENT AND THE TIME PERIOD IN
SECTION 6C HAS EXPIRED, THE COMPANY SHALL PAY TO COHEN, AS CONSIDERATION FOR
EXECUTING THIS AGREEMENT, PAYMENTS