A PART OF THIS LETTER AGREEMENT.
11.
NATURE OF AGREEMENT - YOU UNDERSTAND AND AGREE THAT THIS LETTER
AGREEMENT IS A SEVERANCE AGREEMENT AND DOES NOT CONSTITUTE AN ADMISSION OF
LIABILITY OR WRONGDOING ON THE PART OF YOU, THE COMPANY, OR ANY OTHER PERSON.
12.
ACKNOWLEDGMENTS - YOU ACKNOWLEDGE THAT YOU HAVE BEEN GIVEN AT
LEAST TWENTY-ONE (21) DAYS TO CONSIDER THIS LETTER AGREEMENT, INCLUDING
ATTACHMENT A, AND THAT THE COMPANY ADVISED YOU TO CONSULT WITH AN ATTORNEY OF
YOUR OWN CHOOSING PRIOR TO SIGNING THIS LETTER AGREEMENT.
YOU UNDERSTAND THAT
YOU MAY REVOKE THIS LETTER AGREEMENT FOR A PERIOD OF SEVEN (7) DAYS AFTER YOU
SIGN THIS LETTER AGREEMENT BY NOTIFYING MS. SHMERLING IN WRITING, AND THE LETTER
AGREEMENT SHALL NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF THIS
SEVEN (7) DAY REVOCATION PERIOD.
YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO
THIS LETTER AGREEMENT, YOU ARE WAIVING ANY AND ALL RIGHTS OR CLAIMS YOU MIGHT
HAVE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDMENT BY THE OLDER
WORKERS BENEFITS PROTECTION ACT, AND THAT YOU HAVE RECEIVED CONSIDERATION BEYOND
THAT TO WHICH YOU WERE PREVIOUSLY ENTITLED.
13.
VOLUNTARY ASSENT - YOU AFFIRM THAT NO OTHER PROMISES OR AGREEMENTS
OF ANY KIND HAVE BEEN MADE TO OR WITH YOU BY ANY PERSON OR ENTITY WHATSOEVER TO
CAUSE YOU TO SIGN THIS LETTER AGREEMENT, AND THAT YOU FULLY UNDERSTAND THE
MEANING AND INTENT OF THIS LETTER AGREEMENT.
YOU STATE AND REPRESENT THAT YOU
HAVE HAD AN OPPORTUNITY TO FULLY DISCUSS AND REVIEW THE TERMS OF THIS LETTER
AGREEMENT WITH AN ATTORNEY.
YOU FURTHER STATE AND REPRESENT THAT YOU HAVE
CAREFULLY READ THIS LETTER AGREEMENT, INCLUDING ATTACHMENTS A AND B, UNDERSTAND
THE CONTENTS HEREIN, FREELY AND VOLUNTARILY ASSENT TO ALL OF THE TERMS AND
CONDITIONS HEREOF, AND SIGN YOUR NAME OF YOUR OWN FREE ACT.
14.
APPLICABLE LAW - THIS LETTER AGREEMENT SHALL BE INTERPRETED AND
CONSTRUED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO
CONFLICT OF LAWS PROVISIONS.
YOU HEREBY IRREVOCABLY SUBMIT TO AND ACKNOWLEDGE
AND RECOGNIZE THE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF
MASSACHUSETTS, OR IF APPROPRIATE, A FEDERAL COURT LOCATED IN MASSACHUSETTS
(WHICH COURTS, FOR PURPOSES OF THIS LETTER AGREEMENT, ARE THE ONLY COURTS OF
COMPETENT JURISDICTION), OVER ANY
4
SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS LETTER AGREEMENT OR THE SUBJECT MATTER HEREOF.
15.
ENTIRE AGREEMENT - THIS LETTER AGREEMENT, INCLUDING ATTACHMENTS A
AND B, CONTAINS AND CONSTITUTES THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN
THE PARTIES HERETO WITH RESPECT TO YOUR SEVERANCE BENEFITS AND THE RESOLUTION OF
ANY POTENTIAL CLAIMS AGAINST THE COMPANY AND CANCELS ALL PREVIOUS ORAL AND
WRITTEN NEGOTIATIONS, AGREEMENTS, COMMITMENTS, WRITINGS IN CONNECTION WITH
SEVERANCE BENEFITS AND THE RESOLUTION OF ANY POTENTIAL CLAIMS BETWEEN YOU AND
THE COMPANY.
NOTHING IN THIS PARAGRAPH, HOWEVER, SHALL MODIFY, CANCEL OR
SUPERSEDE YOUR OBLIGATIONS SET FORTH IN PARAGRAPH 4 HEREIN.
If you have any questions about the matters covered in this letter, please
contact