independent legal advice from an attorney or has had ample
opportunity to seek such advice as to the meaning and advisability of signing
this Retirement Separation Agreement. Accordingly, the parties agree that the
common law principles of construing ambiguities against the drafter shall have
no application to this Retirement Separation Agreement.
18.
Brown represents that he is in good health
and fully competent to manage his business affairs, and understands all of this
Retirement Separation Agreement's contents.
19.
This Retirement Separation Agreement shall
be subject to and governed by the laws of the State of Arizona. Both parties
consent to the jurisdiction of Arizona courts.
20.
BROWN
HAS
CAREFULLY
READ
THIS
RETIREMENT
SEPARATION AGREEMENT, HAS HAD THE OPPORTUNITY TO FULLY DISCUSS THIS
AGREEMENT WITH AN ATTORNEY OR OTHER ADVISOR, HAS HAD AMPLE TIME TO REFLECT UPON
AND CONSIDER ITS CONSEQUENCES, FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT,
AND IS SIGNING THIS AGREEMENT VOLUNTARILY.
BROWN ACKNOWLEDGES THAT HE HAS BEEN GIVEN THE OPPORTUNITY TO CONSIDER THIS
AGREEMENT FOR A PERIOD OF UP TO TWENTY-ONE (21) DAYS BEFORE SIGNING IT. IN
ADDITION, BOTH BROWN AND MAIN STREET AGREE
7
AND ACKNOWLEDGE THAT BROWN HAS THE RIGHT TO REVOKE THIS AGREEMENT WITHIN SEVEN
(7) DAYS OF ITS EXECUTION OR THAT THIS AGREEMENT IS NOT EFFECTIVE OR ENFORCEABLE
UNTIL THAT REVOCATION PERIOD HAS EXPIRED. SUCH REVOCATION IS TO BE IN WRITING
AND DELIVERED TO MAIN STREET WITHIN THE SEVEN (7) DAY PERIOD TO THE PERSON
DESIGNATED IN THE LETTER WHICH IS ATTACHED HERETO AND BY REFERENCE INCORPORATED
HEREIN.
AGREED AND ACCEPTED:
Dated: November 19, 2003
/s/ Bart A. Brown Jr.
Bart A. Brown Jr.
Dated: November 19, 2003
MAIN STREET AND MAIN
By:
/s/ John F. Antioco
John F. Antioco
Chairman of the Board
8