B HERETO, THE TERMS WHICH GIVE
THE COMPANY THE BROADEST PROTECTIONS SHALL BE APPLIED.
20.
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE INFORMATION AND
INVENTIONS AGREEMENT ATTACHED AS EXHIBIT B, AND THE BENEFICIARY DESIGNATION FORM
ATTACHED HERETO AS EXHIBIT C CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES
RELATING TO THIS SUBJECT MATTER AND SUPERSEDE ALL PRIOR OR SIMULTANEOUS
REPRESENTATIONS, DISCUSSIONS, NEGOTIATIONS, AND AGREEMENTS, WHETHER WRITTEN OR
ORAL.
THIS AGREEMENT MAY BE AMENDED OR MODIFIED ONLY WITH THE WRITTEN CONSENT
OF EMPLOYEE AND THE COMPANY.
NO ORAL WAIVER, AMENDMENT OR MODIFICATION WILL BE
EFFECTIVE UNDER ANY CIRCUMSTANCES WHATSOEVER.
[Remainder of Page Intentionally Left Blank]
11
THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY
UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES
HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.
Dated:
24 April 2008
EMPLOYEE
/s/ Lawrence R. Hoffman
Lawrence R. Hoffman
Dated:
9 May 2008
AVERION INTERNATIONAL CORP.
By:
/s/ Philip T. Lavin
Name: Philip T. Lavin
Title:
Executive Chairman
[Signature Page to Hoffman Employment Agreement]
12
EXHIBIT A
FORM OF GENERAL RELEASE
GENERAL RELEASE OF CLAIMS
By signing this General Release of Claims ("Agreement"), I, Lawrence R. Hoffman,
acknowledge that Averion International Corp. ("Averion") and I have reached a
final binding agreement as to the circumstances surrounding my separation from
employment with Averion.
Specifically, I acknowledge that we have agreed on the
following agreement and that this document contains the entire agreement with
respect to the subject matter hereof:
1.
TERMINATION.
MY EMPLOYMENT STATUS WITH AVERION WILL TERMINATE
EFFECTIVE
, 20
.
2.
SEVERANCE.
IN EXCHANGE FOR MY ENTERING INTO THIS AGREEMENT AND
IN THE EVENT OF A CHANGE IN CONTROL, AVERION WILL PAY ME THE APPLICABLE
SEVERANCE AMOUNT AS DEFINED IN SECTION 8 OF THAT CERTAIN EMPLOYMENT AGREEMENT
DATED DECEMBER
, 2007 BETWEEN ME AND THE COMPANY (THE "EMPLOYMENT
AGREEMENT") IN ACCORDANCE WITH THE TERMS THEREOF.
3.
RELEASE.
IN RETURN FOR THE PROMISES IN SECTION 2 ABOVE, AND
CONTINGENT UPON AVERION'S ONGOING FULFILLMENT OF ITS OBLIGATION TO:
(I) MAKE
TIMELY SEVERANCE PAYMENTS TO ME PURSUANT TO AND IN ACCORDANCE WITH SECTION 8 OF
THE EMPLOYMENT AGREEMENT, (II) PAY ME ALL AMOUNTS DUE PURSUANT TO SECTION 3 OF
THE EMPLOYMENT AGREEMENT, AND (III) ABIDE BY ITS OBLIGATIONS UNDER ANY EQUITY
INCENTIVE OPTION AGREEMENTS BETWEEN ME AND AVERION, I ON MY OWN BEHALF, AND ON
BEHALF OF MY GRANTEES, AGENTS, REPRESENTATIVES, HEIRS, DEVISEES, TRUSTEES,
ASSIGNS, ASSIGNORS, ATTORNEYS, OR ANY OTHER ENTITIES IN WHICH I HAVE AN INTEREST
(COLLECTIVELY "RELEASORS"), HEREBY RELEASE AND FOREVER DISCHARGE BY THIS
AGREEMENT, AVERION, AND EACH OF ITS PAST AND PRESENT AGENTS, EMPLOYEES,
REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS, ATTORNEYS, ACCOUNTANTS,
INSURERS, ADVISORS, CONSULTANTS, AFFILIATES, ASSIGNS, SUCCESSORS, HEIRS,
PREDECESSORS IN INTEREST, JOINT VENTURES, AND SUBSIDIARY, AFFILIATE AND
COMMONLY-CONTROLLED ENTITIES (COLLECTIVELY "RELEASEES"), FROM ALL LIABILITIES,
CAUSES OF ACTIONS, CHARGES, COMPLAINTS, SUITS, CLAIMS, OBLIGATIONS, COSTS,
LOSSES, DAMAGES, RIGHTS, JUDGMENTS, ATTORNEYS' FEES, EXPENSES, BONDS, BILLS,
PENALTIES, FINES, AND ALL OTHER LEGAL RESPONSIBILITIES OF ANY FORM WHATSOEVER,
WHETHER KNOWN OR UNKNOWN, WHETHER SUSPECTED OR UNSUSPECTED,