SECTION
7(C) OR 7(D) OF THE EMPLOYMENT AGREEMENT IN ACCORDANCE WITH THE TERMS SET FORTH
IN THOSE SECTIONS.
(B)
THE COMPANY AND EXECUTIVE AGREE THAT IN THE EVENT
THAT ANY OF THE PAYMENTS IN THIS SECTION 2 CONSTITUTE DEFERRED COMPENSATION
WITHIN THE MEANING OF SECTION 409(A) OF THE CODE, AND EXECUTIVE IS AT SUCH TIME
A SPECIFIED EMPLOYEE, SUCH PAYMENT OR PAYMENTS THAT CONSTITUTE NONQUALIFIED
DEFERRED COMPENSATION WITHIN THE MEANING OF THE CODE SHALL NOT BE MADE PRIOR TO
THE DATE WHICH IS THE EARLIER OF (A) THE EXPIRATION OF THE SIX (6)-MONTH PERIOD
MEASURED FROM THE DATE OF THE "SEPARATION FROM SERVICE" OF THE EXECUTIVE, AND
(B) THIRTY (30) DAYS FROM THE DATE OF THE EXECUTIVE'S DEATH (WITHIN THE MEANING
OF THE CODE).
3.
EXECUTIVE AGREES AND ACKNOWLEDGES THAT THE PAYMENTS AND/OR BENEFITS
PROVIDED IN PARAGRAPH 2 ABOVE EXCEED ANY PAYMENTS AND BENEFITS TO WHICH
EXECUTIVE WOULD OTHERWISE BE ENTITLED UNDER ANY POLICY, PLAN, AND/OR PROCEDURE
OF THE COMPANY ABSENT HIS SIGNING THIS AGREEMENT.
EXECUTIVE ACKNOWLEDGES THAT
HE HAS BEEN PAID FOR WORK PERFORMED UP TO AND INCLUDING THE TERMINATION DATE AND
FOR ACCRUED BUT UNUSED VACATION.
4.
Executive shall have up to twenty-one (21) days from the date of his
receipt of this Agreement to consider the terms and conditions of this
Agreement.
Executive may accept this Agreement at any time within the
twenty-one (21) day period by executing it before a notary and returning it to
the Board at 3110 Main Street, Suite 400, Santa Monica, California 90405, no
later than 5:00 p.m. on the twenty-first (21st) day after Executive's receipt of
this Agreement.
Thereafter, Executive will have seven (7) days to revoke this
Agreement by stating his desire to do so in writing to the Board at the address
listed above, and delivering it to the Board no later than 5:00 p.m. on the
seventh (7th) day following the date Executive signs this Agreement.
The
effective date of this Agreement shall be the eighth (8th) day following
Executive's signing of this Agreement (the "Release Effective Date"), provided
the Executive does not revoke the Agreement during the revocation period.
In
the event Executive does not accept this Agreement as set forth above, or in the
event Executive revokes this Agreement during the revocation period, this
Agreement, including but not limited to the obligation of the Company and its
subsidiaries and affiliates to provide the payment and/or benefits referred to
in Paragraph 2 above, shall automatically be deemed null and void.
C-1
5.
(A)
IN CONSIDERATION OF THE PAYMENT AND/OR BENEFITS REFERRED
TO IN PARAGRAPH 2 ABOVE, EXECUTIVE FOR HIMSELF AND FOR HIS HEIRS, EXECUTORS, AND
ASSIGNS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "RELEASORS"), FOREVER
RELEASES AND DISCHARGES THE COMPANY AND ANY AND ALL OF ITS PARENT CORPORATIONS,
SUBSIDIARIES, DIVISIONS, AFFILIATED ENTITIES, PREDECESSORS, SUCCESSORS AND
ASSIGNS, AND ANY AND ALL OF ITS AND THEIR EMPLOYEE BENEFIT AND/OR PENSION PLANS
AND FUNDS, AND ANY AND ALL OF ITS AND THEIR PAST OR PRESENT OFFICERS, DIRECTORS,
STOCKHOLDERS, MANAGERS, MEMBERS,