for this Agreement, Executive would not
otherwise be entitled to any accelerated vesting of the unvested portion of his
restricted share units.
EXECUTIVE ACKNOWLEDGES THAT SEVERANCE BENEFITS CONSTITUTE CONSIDERATION TO WHICH
HE WOULD NOT OTHERWISE BE ENTITLED.
3.
OTHER PAYMENTS, BENEFITS, AND ACKNOWLEDGMENTS.
(A)
EXECUTIVE CONFIRMS THAT ON HIS TERMINATION DATE AND REGARDLESS
OF WHETHER EXECUTIVE EXECUTES THIS AGREEMENT, EXECUTIVE RECEIVED ALL FINAL WAGES
FOR ALL HOURS WORKED AND FOR ACCRUED AND EARNED BUT UNUSED VACATION PAY THROUGH
THE TERMINATION DATE, SUBJECT TO ALL APPLICABLE WITHHOLDINGS AND DEDUCTIONS.
(B)
EXECUTIVE AGREES THAT HE HAS BEEN REIMBURSED ALL BUSINESS
EXPENSES AND PROVIDED ALL SUPPORTING DOCUMENTATION RELATED THERETO AS OF THE
DATE HE EXECUTES THIS AGREEMENT. EXECUTIVE AGREES THAT HE HAS NOT INCURRED ANY
OTHER BUSINESS EXPENSES, FOR WHICH HE HAS NOT BEEN REIMBURSED.
3
(C)
IF EXECUTIVE EXECUTES AND COMPLIES WITH THE OBLIGATIONS IN
THIS AGREEMENT, FOR THE PERIOD REQUIRED BY LAW OR THE APPLICABLE HEALTH
INSURANCE PLAN FOLLOWING THE HEALTH PLAN BENEFIT PERIOD, EXECUTIVE SHALL BE
ENTITLED TO ELECT CONTINUATION OF COVERAGE FOR HEALTH INSURANCE BENEFITS UNDER
COBRA AT HIS OWN COST AND EXPENSE.
IN ADDITION, EXECUTIVE WILL BE PROVIDED UPON
REQUEST WITH PAPERWORK REQUIRED TO CONTINUE BASIC LIFE INSURANCE COVERAGE UNDER
THE PLAN'S CONVERSION AND/OR PORTABILITY FEATURES TO THE EXTENT PERMITTED BY THE
CARRIER. IF EXECUTIVE DOES NOT EXECUTE AND COMPLY WITH THE OBLIGATIONS IN THIS
AGREEMENT, EXECUTIVE WILL BE RESPONSIBLE FOR ALL COSTS ASSOCIATES WITH HEALTH
INSURANCE BENEFITS UNDER COBRA IMMEDIATELY AFTER TERMINATION DATE.
(D)
EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE WILL NOT BE ENTITLED TO
PAYMENT OF ANY ANNUAL BONUS (AS DESCRIBED IN THE EMPLOYMENT AGREEMENT) FOR 2013
OR ANY SUBSEQUENT YEAR.
(E)
THE COMPANY ACKNOWLEDGES THAT EXECUTIVE SHALL CONTINUE TO BE
ENTITLED TO ONLY THOSE BENEFITS TO WHICH HE MAY BE ENTITLED UNDER THE COMPANY'S
EXECUTIVE LONG-TERM INCENTIVE PLAN AS OF THE TERMINATION DATE.
(F)
EXECUTIVE REPRESENTS AND CONFIRMS THAT HE: (I) IS NOT AWARE
OF ANY UNPAID WAGES, VACATION, BONUSES, OR OTHER AMOUNTS OWED TO EXECUTIVE BY
COMPANY, OTHER THAN THE CONSIDERATION AND PAYMENTS SPECIFICALLY PROMISED IN THIS
AGREEMENT; (II) EXECUTIVE HAS NOT BEEN DENIED ANY REQUEST FOR LEAVE TO WHICH
EXECUTIVE BELIEVES HE WAS LEGALLY ENTITLED, AND EXECUTIVE WAS NOT OTHERWISE
DEPRIVED OF HIS RIGHTS UNDER THE FAMILY AND MEDICAL LEAVE ACT OR ANY SIMILAR
STATE OR LOCAL STATUTE; AND (III) UNDER THIS AGREEMENT, EXECUTIVE HAS BEEN
PROVIDED EVERYTHING OWED AND DUE UNDER HIS EMPLOYMENT AGREEMENT AND ANY COMPANY
PLANS OR EQUITY GRANT DOCUMENTS.
4.
EXECUTIVE'S AND THE COMPANY'S RELEASE.
EXECUTIVE HEREBY GENERALLY
RELEASES AND DISCHARGES THE RELEASEES FROM ANY AND ALL SUITS, CAUSES OF ACTION,
COMPLAINTS, OBLIGATIONS, DEMANDS, OR CLAIMS OF ANY KIND, WHETHER IN LAW OR IN
EQUITY, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED
(HEREINAFTER "CLAIMS"), WHICH EXECUTIVE EVER HAD OR NOW HAS AGAINST THE
RELEASEES, OR ANY ONE OF THEM, ARISING OUT OF OR RELATING TO ANY MATTER, THING
OR EVENT OCCURRING UP TO AND INCLUDING THE DATE OF THIS AGREEMENT, EXCLUSIVE OF
A CLAIM FOR BREACH OF THIS