STATUTORY PROTECTION AGAINST A
RELEASE OF UNKNOWN CLAIMS WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY
AFFECTED ITS SETTLEMENT WITH THE DEBTOR.
3.
I HEREBY AGREE AND RECOGNIZE THAT MY EMPLOYMENT BY THE COMPANY
WAS PERMANENTLY AND IRREVOCABLY SEVERED ON DECEMBER 31, 2006 AND THE COMPANY HAS
NO OBLIGATION, CONTRACTUAL OR OTHERWISE TO ME TO HIRE, REHIRE OR RE-EMPLOY ME IN
THE FUTURE.
I ACKNOWLEDGE THAT THE TERMS OF THE TRANSITION AGREEMENT PROVIDE ME
WITH PAYMENTS AND BENEFITS WHICH ARE IN ADDITION TO ANY AMOUNTS TO WHICH I
OTHERWISE WOULD HAVE BEEN ENTITLED.
4.
I HEREBY AGREE AND ACKNOWLEDGE THAT THE PAYMENTS AND BENEFITS
PROVIDED BY THE COMPANY ARE TO BRING ABOUT AN AMICABLE RESOLUTION OF MY
EMPLOYMENT ARRANGEMENTS AND ARE NOT TO BE CONSTRUED AS AN ADMISSION OF ANY
VIOLATION OF ANY FEDERAL, STATE OR LOCAL STATUTE OR REGULATION, OR OF ANY DUTY
OWED BY THE COMPANY AND THAT THIS MR. IMBRIANI RELEASE IS MADE VOLUNTARILY TO
PROVIDE AN AMICABLE RESOLUTION OF MY EMPLOYMENT RELATIONSHIP WITH THE COMPANY.
12
5.
I HEREBY CERTIFY THAT I HAVE READ THE TERMS OF THIS RELEASE, THAT
I HAVE BEEN ADVISED BY THE COMPANY TO DISCUSS IT WITH MY ATTORNEY, AND THAT I
UNDERSTAND ITS TERMS AND EFFECTS.
I ACKNOWLEDGE, FURTHER, THAT I AM EXECUTING
THIS RELEASE OF MY OWN VOLITION WITH A FULL UNDERSTANDING OF ITS TERMS AND
EFFECTS AND WITH THE INTENTION OF RELEASING ALL CLAIMS RECITED HEREIN IN
EXCHANGE FOR THE CONSIDERATION DESCRIBED IN THE TRANSITION AGREEMENT, WHICH I
ACKNOWLEDGE IS ADEQUATE AND SATISFACTORY TO ME.
NONE OF THE ABOVE-NAMED
PARTIES, NOR THEIR AGENTS, REPRESENTATIVES, OR ATTORNEYS HAVE MADE ANY
REPRESENTATIONS TO ME CONCERNING THE TERMS OR EFFECTS OF THIS RELEASE OTHER THAN
THOSE CONTAINED HEREIN.
6.
I HEREBY ACKNOWLEDGE THAT I HAVE BEEN INFORMED THAT I HAVE THE
RIGHT TO CONSIDER THIS RELEASE FOR A PERIOD OF 21 DAYS PRIOR TO EXECUTION. I
ALSO UNDERSTAND THAT I HAVE THE RIGHT TO REVOKE THIS RELEASE FOR A PERIOD OF
SEVEN DAYS FOLLOWING EXECUTION BY GIVING WRITTEN NOTICE TO THE COMPANY.
Intending to be legally bound hereby, I execute the foregoing Release this 8th
day of November, 2006.
/s/ Kevin W. Doran
/s/ Michael R. Imbriani
Witness
Michael R. Imbriani
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APPENDIX B
MUTUAL RELEASE
1.
PQ CORPORATION, AND EACH OF ITS PARENT, SUBSIDIARIES AND
AFFILIATES, THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, EMPLOYEES AND
AGENTS, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, HEIRS, EXECUTORS AND
ADMINISTRATORS (HEREINAFTER COLLECTIVELY, THE "COMPANY"),
FOR AND IN
CONSIDERATION OF THE RELEASE OF MICHAEL R. IMBRIANI ("MR. IMBRIANI") UNDER
SECTION 2 OF THE TRANSITION AGREEMENT DATED AS OF NOVEMBER 8, 2006 (THE
"TRANSITION AGREEMENT") TO WHICH THIS MUTUAL RELEASE IS ATTACHED AS APPENDIX B,
AND OTHER GOOD AND VALUABLE CONSIDERATION, DO HEREBY REMISE, RELEASE, AND
FOREVER DISCHARGE MR. IMBRIANI, HIS ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS
(HEREINAFTER