EMPLOYEE
BENEFIT
A-A-1
PLAN MAINTAINED BY THE COMPANY WITH RESPECT TO EXECUTIVE, WHICH LIABILITIES OR
OBLIGATIONS ARE SPECIFICALLY RESERVED AND NOT RELEASED HEREUNDER, EXECUTIVE WILL
NOT FILE ANY LAWSUIT OR ADMINISTRATIVE CLAIM OR CHARGE ASSERTING ANY OF THE
FOREGOING RELEASED MATTERS.
4.
RELEASE BY AVERION.
IN RETURN FOR THE
PROMISES IN SECTION 3 ABOVE AND OTHER GOOD AND VALUABLE CONSIDERATION , AVERION
ON ITS OWN BEHALF, AND ON BEHALF OF 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 "RELEASORS"), HEREBY RELEASE AND
FOREVER DISCHARGE BY THIS AGREEMENT, EXECUTIVE AND EACH OF HIS GRANTEES, AGENTS,
REPRESENTATIVES, HEIRS, DEVISEES, TRUSTEES, ASSIGNS, ASSIGNORS, ATTORNEYS, OR
ANY OTHER ENTITIES IN WHICH HE HAS AN INTEREST
(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, WHETHER FIXED OR CONTINGENT, LIQUIDATED OR UNLIQUIDATED, INCLUDING
BUT NOT LIMITED TO THOSE ARISING FROM OR RELATED TO (I) EXECUTIVE'S EMPLOYMENT
WITH, COMPENSATION BY AND/OR SEPARATION FROM AVERION; AND (II) ANY ACTS OR
OMISSIONS OCCURRING PRIOR TO THE DATE OF THIS AGREEMENT BY ANY AND ALL
RELEASEES, INCLUDING THOSE ARISING UNDER ANY THEORY OF LAW, WHETHER COMMON,
CONSTITUTIONAL, STATUTORY OR OTHER OF ANY JURISDICTION, FOREIGN OR DOMESTIC,
WHETHER KNOWN OR UNKNOWN, WHETHER IN LAW OR IN EQUITY, WHICH THEY HAD OR MAY
CLAIM TO HAVE AGAINST ANY OF THE RELEASEES.
5.
RELEASE OF AGE DISCRIMINATION CLAIMS.
EXECUTIVE UNDERSTANDS THAT THE GENERAL RELEASE IN SECTION 3 ABOVE INCLUDES A
WAIVER OF RIGHTS AND CLAIMS WHICH HE MAY HAVE ARISING UNDER THE ADEA.
EXECUTIVE
HEREBY REPRESENTS THAT HE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY OF HIS
CHOOSING REGARDING THE WAIVER OF RIGHTS AND CLAIMS UNDER THE ADEA.
EXECUTIVE
UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, HE WAIVES HIS RIGHTS OR CLAIMS UNDER
THE ADEA.
EXECUTIVE FURTHER UNDERSTANDS THAT HE IS NOT WAIVING RIGHTS OR CLAIMS
UNDER THE ADEA THAT MAY ARISE AFTER THE EFFECTIVE DATE OF THIS FULLY EXECUTED
AGREEMENT.
6.
WAIVER.
EACH PARTY HERETO UNDERSTANDS
THAT WAIVING SUCH PARTY'S RIGHTS MEANS THAT EVEN IF EITHER SHOULD EVENTUALLY
SUFFER SOME DAMAGE ARISING OUT OF EXECUTIVE'S EMPLOYMENT AND/OR SEPARATION FROM
EMPLOYMENT WITH AVERION, OR OTHERWISE, THAT NEITHER WILL BE ABLE TO MAKE ANY
CLAIMS FOR THOSE DAMAGES, EVEN AS TO CLAIMS WHICH MAY NOW EXIST, BUT WHICH SUCH
PARTY DOES NOT KNOW EXIST, AND WHICH IF KNOWN WOULD HAVE AFFECTED THE DECISION
OF EITHER TO SIGN THIS AGREEMENT.
7.
NO WRONGDOING.
EACH PARTY HERETO
UNDERSTANDS THAT, BY SIGNING THIS AGREEMENT THE OTHER PARTY DOES NOT ADMIT ANY
WRONGDOING.
EACH IS ALSO ADMITTING NO WRONGDOING BY SIGNING THIS AGREEMENT.
EACH AGREES THAT NO USE OF THIS AGREEMENT OR ANY COMMENTS MADE BY EITHER PARTY
DURING THE PARTIES' SETTLEMENT DISCUSSIONS WILL BE USED BY EITHER