OF THE ARBITRATION.
(B)
NOTWITHSTANDING THE FOREGOING, PRIOR TO ANY PARTY HERETO
INSTITUTING ANY ARBITRATION PROCEEDING HEREUNDER TO RESOLVE ANY CLAIM, SUCH
PARTY FIRST SHALL SUBMIT THE CLAIM TO A MEDIATION PROCEEDING BETWEEN THE PARTIES
HERETO WHICH SHALL BE GOVERNED BY THE PREVAILING PROCEDURES OF THE
13
AMERICAN ARBITRATION ASSOCIATION AND SHALL BE CONDUCTED IN MINNEAPOLIS,
MINNESOTA. IF THE PARTIES HERETO HAVE NOT AGREED IN WRITING TO A RESOLUTION OF
THE CLAIM PURSUANT TO THE MEDIATION WITHIN 45 DAYS AFTER THE COMMENCEMENT
THEREOF OF IF ANY PARTY REFUSES TO PARTICIPATE IN THE MEDIATION PROCESS, THEN
THE CLAIM MAY 'BE SUBMITTED TO ARBITRATION UNDER PARAGRAPH 25(A) ABOVE.
EACH
PARTY HERETO SHALL BEAR ITS OWN COSTS AND EXPENSES INCURRED IN CONNECTION WITH
THE MEDIATION, AND ALL COSTS AND EXPENSES OF THE MEDIATION PROCEEDING SHALL BE
BORNE EQUALLY BY THE PARTIES HERETO.
26.
EFFECT OF THE MERGER.
FROM AND AFTER THE EFFECTIVE DATE, BY
VIRTUE OF THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT WHEREUPON THE COMPANY
SHALL MERGE WITH AND INTO WII COMPONENTS, WITH WII COMPONENTS AS THE SURVIVING
CORPORATION AND A SUBSIDIARY OF PARENT, AND WITHOUT ANY ACTION ON THE PART OF
ANY PARTY HERETO, ALL REFERENCES HEREIN TO THE "COMPANY" SHALL BE DEEMED TO
REFER TO "WII COMPONENTS, INC."
27.
EFFECTIVENESS.
IN THE EVENT THAT THE TRANSACTIONS CONTEMPLATED BY
THE MERGER AGREEMENT (INCLUDING THE MERGER CONTEMPLATED THEREBY) DO NOT CLOSE
FOR ANY REASON, THIS AGREEMENT SHALL BE NULLIFIED AND SHALL HAVE NO FURTHER
FORCE AND EFFECT.
*
*
*
*
*
*
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
WII MERGER CORPORATION
By:
Its:
WII HOLDING, INC.
By:
Its:
Joe Beyer
Exhibit A
GENERAL RELEASE
I,
, in
consideration of and subject to
the performance by
, a Delaware corporation
(together with its subsidiaries, the "Company") of its obligations under the
Employment Agreement, dated as of
(the
"Agreement"), do hereby release and forever discharge as of the date hereof the
Company and its affiliates and all present and former directors, officers,
agents, representatives, employees, successors and assigns of the Company and
its affiliates and the Company's direct or indirect owners (collectively, the
"Released Parties") to the extent provided below.
1.
I UNDERSTAND THAT ANY PAYMENTS OR BENEFITS PAID OR GRANTED TO ME UNDER
PARAGRAPH 4(B) OF THE AGREEMENT REPRESENT, IN PART, CONSIDERATION FOR SIGNING
THIS GENERAL RELEASE AND ARE NOT SALARY, WAGES OR BENEFITS TO WHICH I WAS OR MAY
HAVE BEEN ALREADY ENTITLED. I UNDERSTAND AND AGREE THAT I WILL NOT RECEIVE THE
PAYMENTS AND BENEFITS SPECIFIED IN PARAGRAPH 4(B) OF THE AGREEMENT UNLESS I
EXECUTE THIS GENERAL RELEASE AND DO NOT REVOKE THIS GENERAL RELEASE WITHIN THE
TIME PERIOD PERMITTED HEREAFTER OR BREACH THIS GENERAL RELEASE.
SUCH PAYMENTS
AND BENEFITS WILL NOT BE CONSIDERED COMPENSATION FOR PURPOSES OF ANY EMPLOYEE
BENEFIT PLAN, PROGRAM, POLICY OR ARRANGEMENT MAINTAINED OR HEREAFTER ESTABLISHED
BY THE COMPANY OR ITS AFFILIATES.
I ALSO ACKNOWLEDGE AND REPRESENT THAT I HAVE
RECEIVED