THE
PARTICIPANT DELIVERS TO THE COMPANY A RELEASE (IN THE FORM ATTACHED AS APPENDIX
D HERETO) OF ALL CLAIMS OF ANY KIND WHATSOEVER THAT THE PARTICIPANT HAS OR MAY
HAVE AGAINST THE COMPANY AND ITS AFFILIATES AND ITS AND THEIR OFFICERS,
DIRECTORS AND EMPLOYEES AND OTHER RELATED PARTIES, KNOWN OR UNKNOWN, AS OF THE
DATE OF TERMINATION OF EMPLOYMENT OCCURRING UP TO THE RELEASE DATE (OTHER THAN
CLAIMS TO PAYMENTS SPECIFICALLY PAYABLE HEREUNDER, CLAIMS UNDER THE CONSOLIDATED
OMNIBUS BUDGET RECONCILIATION ACT OF 1985, AS AMENDED, CLAIMS TO VESTED ACCRUED
BENEFITS UNDER THE EMPLOYER'S 401(K) OR OTHER TAX QUALIFIED RETIREMENT PLANS IN
ACCORDANCE WITH THE TERMS OF SUCH PLANS AND APPLICABLE LAW, CLAIMS RELATING TO
ANY RIGHTS OF INDEMNIFICATION UNDER THE COMPANY'S ORGANIZATIONAL DOCUMENTS OR
OTHERWISE, CLAIMS RELATING TO ANY OUTSTANDING STOCK OPTIONS OR OTHER
EQUITY-BASED AWARD ON THE DATE OF TERMINATION, OR CLAIMS RELATING TO AMOUNTS
PAYABLE UNDER THE COMPANY'S MANAGEMENT INCENTIVE PLAN OR LONG-TERM INCENTIVE
PLAN). NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL A RELEASE BE REQUIRED
WITH RESPECT TO ANY RETENTION PAYMENT THAT IS MADE OR REQUIRED TO BE MADE ON THE
PAYMENT DATE.
8.2
NO DUTY TO MITIGATE/SET-OFF. NO PARTICIPANT
ENTITLED TO RECEIVE PAYMENTS HEREUNDER SHALL BE REQUIRED TO SEEK OTHER
EMPLOYMENT OR TO ATTEMPT IN ANY WAY TO REDUCE ANY AMOUNTS PAYABLE TO THE
PARTICIPANT BY THE EMPLOYER PURSUANT TO THIS PLAN AND THERE SHALL BE NO OFFSET
AGAINST ANY AMOUNTS DUE THE PARTICIPANT UNDER THIS PLAN ON ACCOUNT OF ANY
REMUNERATION ATTRIBUTABLE TO ANY SUBSEQUENT EMPLOYMENT THAT THE PARTICIPANT MAY
OBTAIN OR OTHERWISE, EXCEPT AS EXPRESSLY PROVIDED IN SUBSECTION (A) OF THE
ADDITIONAL SEVERANCE BENEFITS SCHEDULE ATTACHED HERETO. THE AMOUNTS PAYABLE
HEREUNDER SHALL NOT BE SUBJECT TO SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR
OTHER RIGHT WHICH THE EMPLOYER MAY HAVE AGAINST THE PARTICIPANT. IN THE EVENT OF
THE PARTICIPANT'S BREACH OF ANY PROVISION HEREUNDER, INCLUDING WITHOUT
LIMITATION, SECTIONS 8.1 (OTHER THAN AS IT APPLIES TO A RELEASE OF CLAIMS UNDER
THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED), 8.3 AND 8.15, THE COMPANY
SHALL BE ENTITLED TO RECOVER ANY PAYMENTS PREVIOUSLY MADE TO THE PARTICIPANT
HEREUNDER.
8.3
COOPERATION. BY ACCEPTING PAYMENTS UNDER THIS
PLAN, SUBJECT TO THE PARTICIPANT'S OTHER COMMITMENTS, THE PARTICIPANT AGREES TO
BE REASONABLY AVAILABLE TO COOPERATE (BUT ONLY TRUTHFULLY) WITH THE EMPLOYER AND
PROVIDE INFORMATION AS TO MATTERS WHICH THE PARTICIPANT WAS PERSONALLY INVOLVED,
OR HAS INFORMATION ON, DURING THE PARTICIPANT'S EMPLOYMENT WITH THE EMPLOYER AND
WHICH ARE OR BECOME THE SUBJECT OF LITIGATION OR OTHER DISPUTE.
8.4
MINORS AND INCOMPETENTS. IF THE COMMITTEE
SHALL FIND THAT ANY PERSON TO WHOM PAYMENTS ARE PAYABLE UNDER THIS PLAN IS
UNABLE TO CARE FOR HIS OR HER AFFAIRS BECAUSE OF ILLNESS OR ACCIDENT, OR IS A
MINOR, ANY PAYMENTS DUE (UNLESS A PRIOR CLAIM THEREFORE SHALL HAVE BEEN MADE BY
A DULY APPOINTED GUARDIAN, COMMITTEE OR OTHER LEGAL REPRESENTATIVE) MAY BE PAID
TO THE SPOUSE, A CHILD, PARENT, OR BROTHER OR SISTER, OR TO ANY PERSON DEEMED BY
THE COMMITTEE TO HAVE INCURRED EXPENSE FOR