following agreement and
that this document contains the entire agreement with respect to the subject
matter hereof:
1.
TERMINATION.
EXECUTIVE'S EMPLOYMENT
STATUS WITH AVERION WILL TERMINATE EFFECTIVE
, 200
.
2.
SEVERANCE.
IN EXCHANGE FOR EXECUTIVE'S
ENTERING INTO THIS AGREEMENT, AVERION WILL PAY EXECUTIVE THE SEVERANCE BENEFITS
AS DEFINED IN SECTION 8 OF THAT CERTAIN EMPLOYMENT AGREEMENT DATED
, 2007 BETWEEN EXECUTIVE AND THE COMPANY
(THE "EMPLOYMENT AGREEMENT") IN ACCORDANCE WITH THE TERMS THEREOF.
3.
RELEASE BY EXECUTIVE.
IN RETURN FOR
THE PROMISES IN SECTION 2 ABOVE, EXECUTIVE ON HIS OWN BEHALF, AND ON BEHALF OF
HIS GRANTEES, AGENTS, REPRESENTATIVES, HEIRS, DEVISEES, TRUSTEES, ASSIGNS,
ASSIGNORS, ATTORNEYS, OR ANY OTHER ENTITIES IN WHICH I HAVE AN INTEREST
(COLLECTIVELY "RELEASORS"), HEREBY RELEASES AND FOREVER DISCHARGES 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, 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.
RELEASORS SPECIFICALLY RELEASE CLAIMS UNDER ALL APPLICABLE STATE AND FEDERAL
LAWS, BASED ON AGE, SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL
STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL
CONDITION, OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION,
TITLE VII OF THE CIVIL RIGHTS ACT OF 1964 AS AMENDED, THE AGE DISCRIMINATION IN
EMPLOYMENT ACT (TITLE 29, UNITED STATES CODE, SECTIONS 621, ET SEQ.) ("ADEA"),
THE AMERICANS WITH DISABILITIES ACT, THE FAIR LABOR STANDARDS ACT, THE FAMILY
MEDICAL LEAVE ACT, AS WELL AS ALL COMMON LAW CLAIMS, WHETHER ARISING IN TORT OR
CONTRACT (COLLECTIVELY REFERRED TO AS "RELEASED MATTERS").
IF ANY GOVERNMENTAL
AGENCY SHOULD ASSUME JURISDICTION OVER ANY CLAIM, CHARGE OR COMPLAINT CONCERNING
ALLEGED DISCRIMINATION ARISING OUT OF EXECUTIVE'S EMPLOYMENT WITH AVERION,
RELEASORS ALSO WAIVE THE RIGHT TO RECOVER DAMAGES OR ANY OTHER REMEDY AS A
RESULT OF SUCH CLAIM, CHARGE OR COMPLAINT.
EXECUTIVE ACKNOWLEDGES AND AGREES
THAT, FOLLOWING THE PAYMENT OF THE SEVERANCE AMOUNT IN ACCORDANCE WITH SECTION 8
OF THE EMPLOYMENT AGREEMENT, AVERION AND RELEASEES HAVE NO OTHER LIABILITIES OR
OBLIGATIONS, OF ANY KIND OR NATURE, OWED TO ME IN CONNECTION WITH OR RELATING TO
MY EMPLOYMENT WITH THE SAME.
EXECUTIVE FURTHER AGREES AND PROMISES THAT, EXCEPT
FOR LIABILITIES OR OBLIGATIONS WHICH RELATE TO BENEFITS UNDER ANY