DISCRIMINATION ON THE BASIS OF AGE.
IT IS THE COMPANY'S DESIRE AND
INTENT TO MAKE CERTAIN THE EXECUTIVE FULLY UNDERSTAND THE PROVISIONS AND EFFECT
OF THIS AGREEMENT.
TO THAT END, THE EXECUTIVE IS ENCOURAGED, AND HAS BEEN GIVEN
THE OPPORTUNITY, TO CONSULT WITH LEGAL COUNSEL FOR THE PURPOSE OF REVIEWING THE
TERMS OF THIS AGREEMENT.
AS REQUIRED BY THE OWBPA, THE COMPANY HAS ATTACHED TO
THIS AGREEMENT AS EXHIBIT A INFORMATION REGARDING THE JOB TITLES AND AGES OF
OTHER EMPLOYEES IN THE EXECUTIVE'S JOB CLASSIFICATION OR ORGANIZATIONAL UNIT WHO
ARE NOT ELIGIBLE FOR SEPARATION PAY AND BENEFITS.
ALSO, CONSISTENT WITH THE
PROVISIONS OF THE OWBPA, AND AS DESCRIBED IN SECTION 14 OF THIS AGREEMENT, THE
COMPANY IS PROVIDING THE EXECUTIVE WITH FORTY-FIVE (45) DAYS IN WHICH TO
CONSIDER AND ACCEPT THE TERMS OF THIS AGREEMENT.
(C)
THE COMPANY DOES HEREBY WAIVE, RELEASE AND FOREVER DISCHARGE THE
EXECUTIVE, HIS HEIRS, EXECUTORS, ADMINISTRATORS AND ASSIGNS, IF ANY (THE
"EXECUTIVE RELEASED PARTIES"), OF AND FROM ANY AND ALL ACTIONS, CAUSES OF
ACTION, CLAIMS, SUITS, DEMANDS, RIGHTS, DAMAGES, ACCOUNTS, JUDGMENTS, WAGES,
COMMISSIONS, EXECUTIONS, DEBTS, OBLIGATIONS, ATTORNEYS' FEES, COSTS AND ALL
OTHER LIABILITIES OF ANY KIND OR DESCRIPTION WHATSOEVER, EITHER AT LAW OR IN
EQUITY, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT THE COMPANY
EVER HAD, NOW HAS OR MAY HAVE OR CLAIM TO HAVE IN THE FUTURE AGAINST ANY OF THE
EXECUTIVE RELEASED PARTIES FOR OR BY REASON OF ANY CAUSE, MATTER OR EVENT
WHATSOEVER, FROM THE BEGINNING OF TIME TO THE DATE OF THIS AGREEMENT.
THE
COMPANY FURTHER AGREES THAT IT WILL NOT BRING ANY LAW SUIT OR ARBITRATION
AGAINST ANY OF THE EXECUTIVE RELEASED PARTIES FOR ANY CLAIMS HEREBY RELEASED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION, THIS RELEASE
SHALL NOT APPLY TO CLAIMS RELATING TO THE VALIDITY OR ENFORCEMENT OF THIS
AGREEMENT, CLAIMS FOR REIMBURSEMENT OF AMOUNTS PAID IN INDEMNIFICATION, IF IT IS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION THAT THE COMPANY'S
INDEMNIFICATION OF THE EXECUTIVE WAS IMPROPER AND FOR CLAIMS UNDER SECTION 16 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR FOR CLAIMS UNDER ANY INSIDER
TRADING LAW.
6.
RETURN OF COMPANY PROPERTY.
ALL INFORMATION AND DOCUMENTS
RELATING TO THE COMPANY SHALL BE THE EXCLUSIVE PROPERTY OF THE COMPANY AND THE
EXECUTIVE SHALL USE HIS BEST EFFORTS TO PREVENT ANY PUBLICATION OR DISCLOSURE
THEREOF.
BY THE EXECUTION DATE, THE EXECUTIVE SHALL HAVE DELIVERED TO THE
COMPANY ALL COMPANY PROPERTY OF ANY KIND OR CHARACTER, WHICH SHALL INCLUDE, BUT
NOT BE LIMITED TO, ALL COMPANY IDENTIFICATION AND CREDIT CARDS, ANY COMPANY
EQUIPMENT, BOOKS, KEYS, JOURNALS, RECORDS, PUBLICATIONS, FILES, COMPUTERS AND
COMPUTER DISKS, MEMORANDA AND DOCUMENTS OF ANY KIND OR DESCRIPTION, OR ANY OTHER
COMPANY PROPERTY THAT MAY BE IN HIS POSSESSION, CUSTODY OR CONTROL.
7.
CONFIDENTIALITY.
EXCEPT IN THE NORMAL COURSE OF BUSINESS IN THE
PERFORMANCE OF HIS DUTIES, THE EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY,
DISCLOSE OR PERMIT TO BE KNOWN, TO ANY PERSON, FIRM OR CORPORATION, ANY
CONFIDENTIAL INFORMATION ACQUIRED BY