ARBITRATION SHALL BE
PHILADELPHIA, PENNSYLVANIA., OR SUCH OTHER LOCATION AS MAY BE MUTUALLY AGREED BY
THE PARTIES.
JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE
ENTERED BY ANY COURT HAVING JURISDICTION THEREOF.
SUCH AWARD SHALL BE BINDING
AND CONCLUSIVE UPON THE PARTIES HERETO.
J.
LEGAL EXPENSES. THE COMPANY AGREES TO PAY, TO THE FULL EXTENT
PERMITTED BY LAW, ALL REASONABLE ATTORNEYS' FEES AND COSTS, AS WELL AS ALL
REASONABLE COSTS AND FEES ASSOCIATED WITH ANY ARBITRATION, WHICH MR. IMBRIANI
MAY REASONABLY INCUR AS A RESULT OF ANY CONTEST OF THE VALIDITY OR
ENFORCEABILITY OF, OR THE COMPANY'S LIABILITY UNDER, ANY PROVISION OF THIS
TRANSITION AGREEMENT; PROVIDED, HOWEVER, THAT SUCH PAYMENT SHALL BE MADE AFTER,
AND ONLY IF, MR. IMBRIANI PREVAILS ON AT LEAST ONE MATERIAL ISSUE RAISED IN THE
PROCEEDING FOLLOWING EXHAUSTION OF ALL RIGHTS OF APPEAL OR REVIEW.
SECTION 16.
AFFIRMATIONS.
MR. IMBRIANI AFFIRMS THAT HE HAS NOT
FILED, NOR HAS HE CAUSED TO BE FILED, NOR IS MR. IMBRIANI PRESENTLY A PARTY TO
ANY CLAIM, COMPLAINT, OR ACTION AGAINST RELEASEES IN ANY FORUM OR FORM.
MR.
IMBRIANI FURTHER AFFIRMS THAT HE HAS BEEN PAID AND/OR HAS RECEIVED ALL LEAVE
(PAID OR UNPAID), COMPENSATION, WAGES, BONUSES AND/OR COMMISSIONS TO WHICH MR.
IMBRIANI MAY BE ENTITLED AND THAT NO OTHER LEAVE (PAID OR UNPAID), COMPENSATION,
WAGES, BONUSES AND/OR COMMISSIONS ARE DUE TO MR. IMBRIANI, EXCEPT AS PROVIDED IN
THIS TRANSITION AGREEMENT. MR. IMBRIANI ACKNOWLEDGES THAT HE RECEIVED WITH THIS
TRANSITION AGREEMENT A COBRA NOTICE ADVISING OF HIM OF HIS RIGHTS UNDER COBRA.
10
IN WITNESS WHEREOF, the parties hereto have executed this Transition Agreement
and General Release as of the date first written above.
WITNESS:
/s/ Kevin W. Doran
/s/ Michael R. Imbriani
Michael R. Imbriani, Individually
ATTEST:
PQ CORPORATION
/s/ Kevin W. Doran
By:
/s/ William J. Sichko, Jr.
William J. Sichko, Jr.
Chief Administrative Officer
NIAGARA HOLDINGS, INC.
By:
/s/ William J. Sichko, Jr.
William J. Sichko, Jr.
Secretary
11
APPENDIX A
GENERAL RELEASE
1.
I, MICHAEL R. IMBRIANI, FOR AND IN CONSIDERATION OF CERTAIN
PAYMENTS TO BE MADE AND THE BENEFITS TO BE PROVIDED TO ME UNDER SECTION 2 OF THE
TRANSITION AGREEMENT TO WHICH THIS APPENDIX A IS ATTACHED, DATED AS OF NOVEMBER
8, 2006, (THE "TRANSITION AGREEMENT") WITH PQ CORPORATION (THE "COMPANY") AND
NIAGARA HOLDINGS, INC. ("NIAGARA"), AND CONDITIONED UPON SUCH PAYMENTS AND
PROVISIONS, DO HEREBY REMISE, RELEASE, AND FOREVER DISCHARGE THE COMPANY AND
EACH OF ITS PARENT CORPORATIONS, SUBSIDIARIES AND AFFILIATES, THEIR OFFICERS,
DIRECTORS, SHAREHOLDERS, PARTNERS, EMPLOYEES AND AGENTS, THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS (HEREINAFTER
COLLECTIVELY INCLUDED WITHIN THE TERM THE "COMPANY"), ACTING IN ANY CAPACITY
WHATSOEVER, OF AND FROM ANY AND ALL MANNER OF ACTIONS AND CAUSES OF ACTIONS,
SUITS, DEBTS, CLAIMS AND DEMANDS WHATSOEVER IN LAW OR IN EQUITY, WHICH I EVER
HAD, NOW HAVE, OR HEREAFTER MAY HAVE, OR WHICH MY HEIRS, EXECUTORS OR
ADMINISTRATORS HEREAFTER MAY HAVE, BY REASON OF ANY MATTER, CAUSE OR THING
WHATSOEVER FROM THE DATE OF THE TRANSITION