IMMEDIATE
FAMILY, OR AS MAY BE REQUIRED BY LAW, WITH THE PARTIES SPECIFICALLY
ACKNOWLEDGING THE COMPANY'S OBLIGATION TO DISCLOSE THE CONTENTS OF THIS
AGREEMENT TO THE SECURITIES AND EXCHANGE COMMISSION.
NOTHING IN THIS PARAGRAPH
SHALL PREVENT THE PARTIES FROM DISCLOSING THIS AGREEMENT TO THE EXTENT NECESSARY
TO ENFORCE THIS AGREEMENT.
7.
EMPLOYEE WAIVES ANY RIGHT TO REINSTATEMENT AND AGREES NOT TO
APPLY FOR REEMPLOYMENT WITH THE COMPANY.
8.
EMPLOYEE ACKNOWLEDGES THAT:
(I)
HE IS ADVISED IN WRITING, BY THIS
WRITTEN AGREEMENT, TO CONSULT WITH AN ATTORNEY ABOUT THIS AGREEMENT;
(II)
HE WAS GIVEN A FORTY-FIVE (45) DAY PERIOD
IN WHICH TO CONSIDER SIGNING THIS AGREEMENT;
(III)
AFTER HE SIGNS THIS AGREEMENT, EMPLOYEE
SHALL HAVE SEVEN (7) DAYS IN WHICH TO CHANGE HIS MIND AND REVOKE HIS ACCEPTANCE
OF THIS AGREEMENT BY NOTIFYING MR. LAURENCE P. BIRCH, PRESIDENT AND CEO OF THE
COMPANY, IN WRITING OF HIS ELECTION TO REVOKE THIS AGREEMENT.
NONE OF THE
PAYMENTS REFERENCED IN PARAGRAPH 1 ABOVE WILL BE MADE UNTIL THE REVOCATION
PERIOD IN THIS SUBPARAGRAPH HAS EXPIRED AND EMPLOYEE HAS NOT REVOKED THIS
AGREEMENT; AND
(IV)
HE RECEIVED A COPY OF THE ATTACHED LIST
CONTAINING THE POSITIONS AND AGES OF THE EMPLOYEES AFFECTED BY THE COMPANY'S
CURRENT REDUCTION-IN-FORCE, AS WELL AS THE POSITIONS AND AGES OF THE EMPLOYEES
NOT AFFECTED BY THE REDUCTION-IN-FORCE.
9.
EMPLOYEE AND THE COMPANY REPRESENT AND CERTIFY THAT THEY HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL OF THE PROVISIONS AND EFFECTS OF THIS
AGREEMENT, THAT THE EMPLOYEE AND THE COMPANY HAVE MADE NO REPRESENTATIONS TO THE
OTHER PARTY ABOUT THE EFFECT OF THIS AGREEMENT OR ITS TERMS, AND THAT THEY HAVE
SIGNED THIS AGREEMENT OF THEIR OWN FREE WILL AND VOLITION.
10.
EACH PARTY TO THIS AGREEMENT SHALL BEAR ITS AND HIS OWN COSTS AND
ATTORNEY'S FEES.
11.
THE COMPANY AND EMPLOYEE ARE ENTERING INTO THIS AGREEMENT SOLELY
FOR BUSINESS PURPOSES AND THIS AGREEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION
OF LIABILITY OR WRONGDOING.
12.
THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT BETWEEN THE PARTIES
PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT, AND FULLY SUPERSEDES ANY AND
ALL PRIOR AGREEMENTS OR UNDERSTANDINGS BETWEEN THE PARTIES PERTAINING TO ACTUAL
OR POTENTIAL CLAIMS ARISING FROM EMPLOYEE'S EMPLOYMENT WITH THE COMPANY OR
TERMINATION OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY.
NOTWITHSTANDING THIS
PARAGRAPH, EMPLOYEE AGREES THAT HE WILL CONTINUE TO BE BOUND BY, AND WILL FULLY
COMPLY WITH, THE CONFIDENTIALITY AGREEMENT WHICH HE AND THE COMPANY EXECUTED
PREVIOUSLY.
ANY ACTION OR PROCEEDING TO ENFORCE THIS AGREEMENT SHALL BE BROUGHT
IN THE CIRCUIT COURT FOR LAKE COUNTY, ILLINOIS OR THE U.S. DISTRICT COURT FOR
THE NORTHERN DISTRICT OF ILLINOIS.
IN THE EVENT THAT EMPLOYEE MUST BRING SUIT
TO COLLECT THE AMOUNTS DUE UNDER THIS AGREEMENT AND PREVAILS IN SUCH LAWSUIT, HE
SHALL BE ENTITLED TO COLLECT INTEREST ON THOSE PAST DUE UNPAID AMOUNTS OF HIS
SEVERANCE COMPENSATION AT THE RATE OF TWELVE PERCENT (12%) PER ANNUM, PLUS
REASONABLE ATTORNEYS FEES AND EXPENSES IN ADDITION TO THE PRINCIPAL AMOUNTS DUE.
PLEASE READ VERY CAREFULLY.