LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE
AMERICANS WITH DISABILITIES ACT, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE
OLDER WORKERS BENEFITS PROTECTION ACT, THE FEDERAL FAMILY AND MEDICAL LEAVE ACT,
OR ANY CLAIM FOR PHYSICAL OR EMOTIONAL DISTRESS OR INJURIES, OR ANY OTHER DUTY
OR OBLIGATION OF ANY KIND OR DESCRIPTION, INCLUDING ANY IMPLIED COVENANT OF GOOD
FAITH AND FAIR DEALING, IMPLIED CONTRACT OF PERMANENT EMPLOYMENT OR THE TORTIOUS
OR WILLFUL DISCHARGE OF EMPLOYMENT.
THE PARTIES ALSO AGREE THAT THIS AGREEMENT
DOES NOT EITHER AFFECT THE RIGHTS AND RESPONSIBILITIES OF THE EQUAL EMPLOYMENT
OPPORTUNITY COMMISSION TO ENFORCE THE AGE DISCRIMINATION IN EMPLOYMENT ACT, OR
JUSTIFY INTERFERING WITH THE PROTECTED RIGHT OF AN EMPLOYEE TO FILE A CHARGE OR
PARTICIPATE IN AN INVESTIGATION OR PROCEEDING CONDUCTED BY THE EQUAL EMPLOYMENT
OPPORTUNITY COMMISSION UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT.
IN THE
EVENT THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION COMMENCES A PROCEEDING AGAINST
THE COMPANY IN WHICH EXECUTIVE IS A NAMED PARTY, EXECUTIVE AGREES TO WAIVE AND
FOREGO ANY MONETARY CLAIMS WHICH MAY BE ALLEGED BY THE EQUAL EMPLOYMENT
OPPORTUNITY COMMISSION TO BE OWED TO EXECUTIVE.
THE PARTIES AGREE THAT NOTHING
IN THE PROVISIONS OF THIS SECTION 11 IS INTENDED TO LIMIT THEIR RIGHTS UNDER AND
CONCERNING ENFORCEMENT OF THIS AGREEMENT.
SECTION 12. REVOCATION.
THE COMPANY HAS ADVISED EXECUTIVE TO CONSULT WITH AN
ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT.
BY EXECUTING THIS AGREEMENT,
EXECUTIVE ACKNOWLEDGES THAT (A) HE HAS BEEN PROVIDED AN OPPORTUNITY TO CONSULT
WITH AN ATTORNEY OR OTHER ADVISOR OF HIS CHOICE REGARDING THE TERMS OF THIS
AGREEMENT, (B) THIS IS A FINAL OFFER AND EXECUTIVE HAS BEEN GIVEN TWENTY-ONE
(21) DAYS IN WHICH TO CONSIDER WHETHER HE WISHES TO ENTER INTO THIS AGREEMENT,
(C) EXECUTIVE HAS ELECTED TO ENTER THIS AGREEMENT KNOWINGLY AND VOLUNTARILY AND
(D) IF HE DOES SO WITHIN FEWER THAN 21 DAYS FROM RECEIPT OF THE FINAL DOCUMENT
HE HAS KNOWINGLY AND VOLUNTARILY WAIVED THE REMAINING TIME.
THE COMPANY
RESERVES THE RIGHT TO CHANGE OR REVOKE THIS AGREEMENT PRIOR TO EXECUTIVE'S
EXECUTION HEREOF.
THIS AGREEMENT SHALL BE FULLY EFFECTIVE AND BINDING UPON ALL
PARTIES HERETO IMMEDIATELY UPON EXECUTION OF THIS AGREEMENT EXCEPT AS TO RIGHTS
OR CLAIMS ARISING UNDER THE ADEA, IN WHICH CASE EXECUTIVE HAS SEVEN (7) DAYS
FOLLOWING EXECUTION OF THIS AGREEMENT TO CHANGE HIS MIND (THE "REVOCATION
PERIOD").
EXECUTIVE FURTHER COVENANTS NOT TO CONTEST THE VALIDITY OF THE
RELEASE SET FORTH IN SECTION 11 HEREOF SUBSEQUENT TO THE REVOCATION PERIOD AND
AGREES THAT IF HE NONETHELESS SHOULD PURSUE LITIGATION AGAINST THE COMPANY
INVOLVING ANY MATTER COVERED AND RELEASED HEREBY, EXECUTIVE AGREES THAT HE FIRST
SHALL RESTORE TO THE COMPANY THE FULL VALUE OF ALL CONSIDERATION HE HAS RECEIVED
OR TO WHICH HE IS ENTITLED HEREUNDER AND SHALL BE LIABLE FOR THE COMPANY'S COSTS
AND ATTORNEYS' FEES INCIDENTAL TO DEFENDING SUCH LEGAL ACTION.
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SECTION 13. AUTHORITY.
EXECUTIVE REPRESENTS AND WARRANTS THAT HE HAS THE
ABILITY TO ENTER INTO THIS AGREEMENT AND PERFORM ALL OBLIGATIONS HEREUNDER, AND