in consideration of the promises made herein, the Parties hereby
agree as follows:
COVENANTS
1.
CONSIDERATION.
(A)
PURSUANT TO SECTION 8(A) OF THE EMPLOYMENT
AGREEMENT, EMPLOYEE'S RECEIPT OF SEVERANCE IS SUBJECT TO EMPLOYEE EXECUTING AND
NOT REVOKING THIS RELEASE.
IN CONSIDERATION OF EMPLOYEE EXECUTING AND NOT
REVOKING THIS RELEASE, THE COMPANY AGREES TO
10
PAY (OR PROVIDE, AS APPLICABLE) EMPLOYEE A CASH PAYMENT OF $
ON THE EFFECTIVE DATE AND ALSO THE BENEFITS SPECIFIED IN THE EMPLOYMENT
AGREEMENT.
EMPLOYEE ACKNOWLEDGES THAT SUCH CASH PAYMENT AND THE PROVISION OF
SUCH BENEFITS WILL BE IN FULL SATISFACTION OF THE PAYMENTS AND OBLIGATIONS
PROVIDED UNDER THE EMPLOYMENT AGREEMENT AND HE WILL NOT BE ENTITLED TO ANY
ADDITIONAL SALARY, WAGES, BONUSES, ACCRUED VACATION, HOUSING ALLOWANCES,
RELOCATION COSTS, INTEREST, SEVERANCE, STOCK, STOCK OPTIONS, OUTPLACEMENT COSTS,
FEES, COMMISSIONS OR ANY OTHER BENEFITS AND COMPENSATION, EXCEPT AS PROVIDED IN
ANY COMPANY EMPLOYEE WELFARE OR PENSION BENEFIT PLANS AS DEFINED BY THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") (SUCH PLANS, THE
"BENEFIT PLANS"), THIS AGREEMENT, THE INDEMNIFICATION AGREEMENT, THE DEFERRED
COMPENSATION PLAN AND/OR THE STOCK AGREEMENTS.
(B)
STOCK.
EMPLOYEE ACKNOWLEDGES THAT AS OF THE
TERMINATION DATE, AND AFTER TAKING INTO ACCOUNT ANY ACCELERATED VESTING PROVIDED
BY THE EMPLOYMENT AGREEMENT OR STOCK AGREEMENTS, HE WILL THEN HOLD VESTED STOCK
OPTIONS TO ACQUIRE [
] SHARES OF COMPANY COMMON STOCK AND NO MORE.
THE
EXERCISE OF ANY STOCK OPTIONS SHALL CONTINUE TO BE SUBJECT TO THE TERMS AND
CONDITIONS OF THE STOCK AGREEMENTS AND THE EMPLOYMENT AGREEMENT.
(C)
BENEFITS.
EMPLOYEE'S HEALTH INSURANCE
BENEFITS WILL CEASE ON THE LAST DAY OF THE MONTH OF THE TERMINATION DATE,
SUBJECT TO EMPLOYEE'S RIGHT TO CONTINUE HIS HEALTH INSURANCE AS PROVIDED IN THE
EMPLOYMENT AGREEMENT (WITH SUCH PREMIUMS TO BE PAID BY THE COMPANY AS PROVIDED
IN THE EMPLOYMENT AGREEMENT).
SUBJECT TO THE EMPLOYMENT AGREEMENT, THE DEFERRED
COMPENSATION PLAN, THE INDEMNIFICATION AGREEMENT, THE STOCK AGREEMENTS AND/OR
THE BENEFIT PLANS, EMPLOYEE'S PARTICIPATION IN ALL OTHER BENEFITS AND INCIDENTS
OF EMPLOYMENT (INCLUDING, BUT NOT LIMITED TO, THE ACCRUAL OF VACATION AND PAID
TIME OFF, AND THE VESTING OF STOCK OPTIONS) WILL CEASE ON THE TERMINATION DATE.
2.
CONFIDENTIAL INFORMATION.
EMPLOYEE
SHALL CONTINUE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE CONFIDENTIALITY
AGREEMENT, AND MAINTAIN THE CONFIDENTIALITY OF ALL OF THE COMPANY'S CONFIDENTIAL
AND PROPRIETARY INFORMATION.
EMPLOYEE ALSO SHALL RETURN TO THE COMPANY ALL OF
THE COMPANY'S PROPERTY, INCLUDING ALL CONFIDENTIAL AND PROPRIETARY INFORMATION,
IN EMPLOYEE'S POSSESSION, ON OR BEFORE THE EFFECTIVE DATE.
3.
RELEASE OF CLAIMS.
EMPLOYEE AGREES THAT
THE FOREGOING CONSIDERATION REPRESENTS SETTLEMENT IN FULL OF ALL OUTSTANDING
OBLIGATIONS OWED TO EMPLOYEE BY THE COMPANY.
EMPLOYEE, ON HIS OWN BEHALF AND ON
BEHALF OF HIS RESPECTIVE HEIRS, FAMILY MEMBERS, EXECUTORS, AGENTS, AND ASSIGNS,
HEREBY FULLY AND FOREVER RELEASES THE COMPANY AND ITS CURRENT AND FORMER:
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INVESTORS, ATTORNEYS, SHAREHOLDERS,
ADMINISTRATORS, AFFILIATES, DIVISIONS, SUBSIDIARIES, PREDECESSOR AND SUCCESSOR
CORPORATIONS AND ASSIGNS (THE "RELEASEES") FROM, AND AGREES NOT TO SUE
CONCERNING, ANY CLAIM, DUTY, OBLIGATION OR CAUSE OF ACTION