that this Supplemental General Release and the
Letter Agreement constitute the full and complete understanding and agreement of
the parties with respect to the subject matter hereof, and that neither may be
modified except in writing and signed by Mr. Bonfield and an authorized officer
of the Company. He agrees that if a court of competent jurisdiction finds that
this Supplemental General Release is illegal and/or unenforceable, he agrees to
executive a general release that is legal and enforceable. He further represents
and agrees that, in signing this Supplemental General Release, he is not relying
on any promises or representations not contained herein and acknowledge that he
is not entitled to any other compensation or benefits from the Company except as
otherwise expressly provided for herein.
MR. BONFIELD'S SIGNATURE BELOW ACKNOWLEDGES THAT HE HAS READ THE ABOVE AND HAS
HAD AT LEAST 21 DAYS TO CONSIDER THIS SUPPLEMENTAL RELEASE BEFORE SIGNING IT,
UNDERSTANDS WHAT HE IS SIGNING, AND IS SIGNING IT VOLUNTARILY AND ACTING OF HIS
OWN FREE WILL. HE UNDERSTANDS THAT IT WILL NOT BE EFFECTIVE IF IT IS SIGNED BY
HIM PRIOR TO HIS SEPARATION DATE (AS DEFINED IN THE LETTER AGREEMENT). HE
UNDERSTANDS THAT, IF ANY PROVISION OF THIS GENERAL RELEASE IS FOUND TO BE
INVALID OR UNENFORCEABLE, IT WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF
ANY OTHER PROVISION. HE FURTHER AGREES THAT THIS LETTER AGREEMENT WILL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
RULES AND CONSENTS TO PERSONAL JURISDICTION IN NEW YORK, NEW YORK. HE ALSO
ACKNOWLEDGES THAT THE COMPANY HAS ADVISED AND HEREBY ADVISES HIM IN WRITING TO
CONSULT WITH AN ATTORNEY AND OTHER ADVISORS OF HIS CHOICE PRIOR TO SIGNING THIS
DOCUMENT.
/s/ Andrew Bonfield
Executed Date: March 6, 2008 Andrew Bonfield
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