ADDENDUM TO THE NORTH PENN BANK AND NORTH PENN BANCORP, INC. FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit
10.1
ADDENDUM
TO THE
NORTH
PENN BANK AND NORTH PENN BANCORP, INC.
FORM OF AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS
ADDENDUM (this “Addendum”) to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT by
and among Xxxxxxxxx X.
Xxxxxxx (the “Executive”) and North Penn Bank (“Bank” and North Penn
Bancorp, Inc. (“Bancorp”) dated May 28, 2008 (“Agreement”), is made by and among
the Executive, the Bank, Bancorp and Xxxxxxx Financial Corp. (“Xxxxxxx“) as of
December 14, 2010 (“Effective Date”).
WHEREAS,
the Executive is currently employed by the Bank and Bancorp as President and
Chief Executive Officer, and is experienced in certain phases of the business of
the Bank and Bancorp; and
WHEREAS,
the parties desire to set forth certain modifications to the Agreement as set
forth in this Addendum prior to execution of an Agreement and Plan of Merger by
and between Xxxxxxx, Xxxxx Bank, Bancorp and the Bank (the “Merger Agreement”),
with this Addendum to be effective as of the Effective Date.
NOW,
THEREFORE, the parties hereto, intending to be legally bound do hereby agree,
that in exchange for the good and valuable consideration to be paid by Xxxxxxx,
the Bank and Bancorp, this Addendum by and among the Bank, Bancorp, Xxxxxxx and
the Executive, is hereby made, as follows:
1.
Payment
Calculation Limits.
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a)
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Notwithstanding
anything herein or in the Agreement to the contrary, in the calculation of
any payments due to the Executive in accordance with Section 5(c) of the
Agreement, compensation attributable to the Executive as a result of the
exercise of any stock options to acquire Bancorp common stock or the sale
of any stock received upon the exercise of any incentive stock options
resulting in a disqualifying disposition (in each case where such
transaction occurs after October 1, 2010) shall not be taken into account
in the calculation of such payment.
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b)
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Notwithstanding
anything herein or in the Agreement to the contrary, in the calculation of
any payments due to the Executive in accordance with Section 5(c) of the
Agreement, the maximum amount of such payment to be made to the Executive
in accordance with such Section 5(c) shall be $597,344.
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2.
Execution of
Release Agreement.
Notwithstanding
anything herein or in the Agreement to the contrary, the Executive shall execute
and deliver a Release Agreement between the Executive, the Bancorp, the Bank and
Xxxxxxx substantially in the form attached hereto as Exhibit A to the
Bancorp, the Bank and Xxxxxxx not later than eight business days prior to the
date of the merger of Bancorp with and into Xxxxxxx.
3.
Addendum to
SERP
Attached
hereto as Appendix
A. is an Addendum to the North Penn Bank Supplemental Executive
Retirement Plan for the Benefit of Xxxxxxxxx X. Xxxxxxx (“SERP”).
4.
Termination of
the Merger Agreement.
In the
event that the Merger Agreement is terminated by the parties prior to the
consummation of the merger between Xxxxxxx and Bancorp, then this Addendum shall
automatically terminate as of the date of such termination of the Merger
Agreement, and thereafter this Addendum will be of no further force and
effect.
5. Defined Terms.
Capitalized
terms set forth in this Addendum shall have such meaning as defined herein, and
if not otherwise defined, then as defined in the Agreement. Except as otherwise
set forth herein, the Agreement shall remain in full force and effect as
otherwise written.
THE
REMAINDER OF THIS PAGE IS BLANK.
SIGNATURE
PAGES FOLLOWS.
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IN
WITNESS WHEREOF, the parties have executed this Addendum to the Agreement as of
the date first written above.
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/s/
Xxxxxxx X. Xxxx
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/s/ Xxxxxxxxx X. Xxxxxxx
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Witness
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Xxxxxxxxx
X. Xxxxxxx, Executive
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NORTH
PENN BANCORP, INC.
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ATTEST:
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By:
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/s/ Xxxxxx X. Xxxxx | |
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/s/
Xxxxxxx X. Xxxx
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Asst.
Secretary
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NORTH
PENN BANK
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ATTEST:
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By:
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/s/ Xxxxxx X. Xxxxx | |
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/s/
Xxxxxxx X. Xxxx
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Asst.
Secretary
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XXXXXXX
FINANCIAL CORP.
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ATTEST:
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By:
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/s/ Xxxxx X. Xxxxxxxx | |
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/s/
Xxxxxx X. Xxxxxx
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Secretary
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ACKNOWLEDGMENT AND RELEASE
AGREEMENT
This
Acknowledgment and Release Agreement (this “Agreement”) is entered into as
of , 2011, by and among
Xxxxxxxxx X. Xxxxxxx (“Executive”), Xxxxx Bank (the “Bank”), Xxxxxxx Financial
Corp. (“Xxxxxxx”), North Penn Bancorp, Inc. (“NPB”) and North Penn Bank (“NP
Bank”) (collectively, the “Company”).
WHEREAS, NPB and NP Bank have entered into a
Amended and Restated Employment Agreement with Executive, effective as of May
28, 2008 (the “Employment Agreement”) and modified by an Addendum dated as of
December 14, 2010 (the “Addendum”) which Employment Agreement provides Executive
with certain severance benefits in the event of the termination of Executive’s
employment following a change in control of NPB; and
WHEREAS, NPB and NP Bank entered into an
Agreement and Plan of Merger by and among NPB, NP Bank, the Bank and Xxxxxxx,
dated as of December ___, 2010 (the “Merger Agreement”), pursuant to which
Xxxxxxx will acquire all of the issued and outstanding shares of capital stock
of NPB through the merger of NPB with and into Xxxxxxx (the “Merger”) and NP
Bank will merge with and into the Bank; and
WHEREAS, pursuant to section 6.3(b) of the
Merger Agreement, the Bank and Xxxxxxx have agreed to honor the Employment
Agreement and at this time have decided to terminate the employment of the
Executive in accordance with Section 5(b) of such Employment Agreement;
and
WHEREAS, Section 6.7 of the Merger Agreement
and the Addendum provide that the Executive shall execute an acknowledgment and
release with respect to payments to be made to the Executive; and
NOW THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, it is agreed as
follows:
1.
Payment. The
employment of the Executive shall terminate on______, 2011(the
“Termination Date”). On the Termination Date, the Bank shall make payment to the
Executive in the amount of $______(“Payment”), which is compensation to be
reported on IRS Form W-2, less applicable withholding.
Notwithstanding
the foregoing, the Payment will be paid by the Bank to the Executive as of the
date specified in this Agreement or as soon as permissible thereafter such that
there will not be the imposition of additional taxes and penalties levied
against the Executive under Code Section 409A(a)(1)(B) resulting from the timing
of such Payment.
2.
Release
and Waiver. Executive
hereby agrees that the employment of the Executive will terminate on the
Termination Date, and Payment will be made by NPB or NP Bank on the Termination
Date in accordance with Sections 5 and 6 of the Employment Agreement, and such
Payment shall release the Bank, Xxxxxxx, XX Bank and NPB from all obligations
due to the Executive under the Employment Agreement. Executive and the Company
hereby expressly understand and acknowledge that such Payment shall not affect
or reduce Executive’s right to receive (a) continued eligibility to participate
in the health insurance coverage under applicable state and federal group health
care continuation coverage laws (e.g., Code Section 4980B(f)) following the date
of termination of Executive’s employment with the Bank; (b) the continuation of
life insurance, medical insurance and dental insurance (including dependent
medical and dental coverage) substantially equivalent to the coverage maintained
by NPB or NP Bank on behalf of the Executive prior to the Executive’s
Termination Date at no premium cost to the Executive for a period of thirty-six
(36) months following such Executive’s Termination Date, and (c) any benefit
vested in Executive under any tax-qualified or non-tax qualified employee
benefit plan of NP Bank or the Bank. The Executive does hereby waive and release
the Company from any claim or right to payment for any accrued but unused sick
leave pay maintained by NPB or NP Bank calculated as of the Executive’s
Termination Date.
3.
Covenants;
Release of Claims. For
all time periods before and after the Termination Date, Executive covenants and
agrees as follows:
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(a)
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Full
Release
of Claims. In consideration for the Bank’s promise to pay to
Executive the compensation and benefits specified in Section 1 of this
Agreement, and the Bank’s and Xxxxxxx’x other promises set forth in this
Agreement, Executive, for himself and his heirs, personal representatives,
successors, and assigns, and anyone claiming by or through any of them,
does hereby forever discharge and release the Bank Released Parties (as
hereinafter defined), jointly and severally, from any and all Claims,
regardless of whether such Claims or the nature thereof are known or
unknown as of the date hereof or which thereafter arise from any matter,
fact, circumstance, event, happening or thing whatsoever occurring or
failing to occur, which Executive may have or which could be asserted by
another on Executive’s behalf against the Bank, Xxxxxxx, XX Bank and NPB
relating to Executive’s employment at the Bank and NP Bank and/or the
cessation thereof through the Termination Date, including, but not limited
to, any rights or claims for compensation or benefits for periods of
employment with the Bank or NP Bank ending on the Termination Date
(collectively, the “General Release”); provided,
however, that the foregoing
release shall not cover or include Claims related to enforcement of this
Agreement. Executive covenants and agrees that the Executive Parties (as
hereinafter defined), shall not, and shall have no right to, commence or
maintain any suit, action or proceeding in respect of any Claim released
hereby. Executive represents and warrants with respect to each Claim
released hereby that the Executive Parties have not in any manner
assigned, pledged or otherwise voluntarily or involuntarily disposed of or
transferred to any Person (as hereinafter defined) any interest in any
Claim released hereby, and that each Claim of the Executive Parties
against the Bank Released Parties described herein is fully and finally
discharged, settled and satisfied. The Executive Parties shall indemnify
and hold the Bank Released Parties harmless from any and all reasonable
costs, expenses, liabilities and damages, including, without limitation,
all reasonable attorneys’ fees and disbursements, incurred by reason of
any breach of any of the covenants, warranties and representations
contained in this Section 3. The General Release set forth in this Section
3 shall (i) be binding upon the Executive Parties, and shall inure to the
benefit of the successors, heirs, personal representatives and assigns of
the Bank Released Parties; and (ii) be severable, so that the invalidity,
illegality or unenforceability of any provision hereof shall not affect
the remaining provisions hereof. The obligations of the Executive Parties
hereunder shall be, jointly and severally, binding upon each party
identified as included in the Executive Parties. With the exception of
this Agreement, Executive specifically acknowledges and agrees that he is
not a participant in, nor is he entitled to any benefits pursuant to, any
severance pay plan maintained or administered by Bank or NP
Bank.
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(b)
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Acknowledgement
as to Workplace Injuries, Occupational Diseases, Leave Requests
or Complaints. Executive acknowledges and affirms that Executive
has no known workplace injuries or occupational diseases, and has been
provided and/or has not been denied any leave requested under the Family
and Medical Leave Act or any related state or local leave or disability
laws. Executive affirms that Executive has not filed, caused to be filed,
or presently is a party to any claim, complaint, or action against the
Bank or NP Bank in any forum or
form.
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(c)
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Ability
to Enforce Agreement and Assist Government Investigation. Nothing
in this Agreement prohibits or otherwise restricts Executive from: (i)
instituting any legal action for the sole purpose of enforcing this
Agreement; (ii) making any disclosure of information required by law; (ii)
assisting any federal regulatory or law enforcement agency or legislative
body to the extent Executive maintains a legal right to do so
notwithstanding this Agreement; or (iv) filing, testifying, participating
in or otherwise assisting in a proceeding relating to the alleged
violation of any federal, state, or local law, regulation, or rule, to the
extent Executive maintains a legal right to do so notwithstanding this
Agreement.
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4. Definitions. For
purposes of this Agreement, the following terms shall have the meaning set forth
opposite each:
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(a)
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“Executive Parties” shall mean Executive and his
heirs, personal representatives, successors and assigns, and anyone
claiming by or through any of
them.
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(b)
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“Claims” shall mean any and all, and all
manner of, actions and causes of action, suits of any kind whatsoever
(whether under state or federal statute, local regulations or at common
law, and whether known or unknown), debts, liabilities, obligations, dues,
sums of money, accounts, reckonings, bonds, bills, covenants, contracts,
agreements, controversies, trespasses, promises, judgments, damages,
costs, expenses, claims, and demands of any kind or nature whatsoever,
whether in law or in equity, whether known or unknown, whether asserted or
unasserted, including, without limitation, any and all claims for
employment discrimination, wrongful discharge, compensation, benefits,
bonuses, incentives, expenses, options, wages, severance pay, vacation
pay, fringe benefits, or other monies or accountings, including punitive
damages, liquidated damages, exemplary damages, or compensatory damages,
physical, mental, or emotional distress, pain and suffering, back pay,
front pay, costs, and attorneys’ fees, and any other legal or equitable
relief, arising out of or in relation to the employment or termination of
employment of Executive by or with the Bank or NP Bank or any other
subsidiary or affiliate of the Bank, and the General Release includes any
state and federal discrimination statutes including, but not limited
to:
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(i)
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the
Americans with Disabilities Act of 1990, as
amended;
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(ii)
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the
Rehabilitation Act of 1973 (29 U.S.C. Sections
701-794);
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(iii)
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Title
VII of the Civil Rights Act of 1964 (42 U.S.C. Section 2000e et seq.);
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(iv)
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the
Civil Rights Acts of 1866 (42 U.S.C. Section 1981);
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(ii)
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Executive
Order 11246, as amended;
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(iii)
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the
Age Discrimination in Employment Act (“ADEA”) (29 U.S.C. Section 621 et seq.);
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(iv)
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the
Older Workers Benefit Protection Act of 1990
(“OWBPA”);
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(v)
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the
Employee Retirement Income Security Act of 1974 as amended
(“ERISA”);
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(vi)
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the
Equal Pay Act of 1963 (29 U.S.C. Section 206(d)(1)); (10) the Civil Rights
Act of 1991;
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(vii)
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the
Family and Medical Leave Act of 1993;
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(viii)
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the
National Labor Relations Act;
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(ix)
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the
Uniformed Services Employment and Re-employment Rights Act of
1994;
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(x)
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the
Immigration Reform Control Act;
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(xi)
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the
Vocational Rehabilitation Act of
1973;
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(xii)
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the
Vietnam Era Veteran’s Readjustment Assistance Act of
1974;
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(xiii)
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the
United States Constitution;
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(xiv)
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the
Pennsylvania Human Relations Act,
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(xv)
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the
federal Fair Labor Standards Act;
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(xvi)
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the
federal Worker Adjustment and Retraining Notification
Act;
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(xvii)
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the
Pennsylvania Workers’ Compensation Act;
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(xviii)
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any
other federal, state, or local laws or regulations of any kind;
and
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(xix)
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any
amendments to the foregoing laws or
regulations.
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The
General Release also includes, but is not limited to, all claims arising under
the common law, including, but not limited to, the following: (A) claims for
negligent retention; (B) claims for negligent supervision; (C) claims for
intentional or negligent infliction of emotional or mental distress or
outrageous conduct; (D) claims for hostile work environment; (E) claims for
retaliation; (F) breach of express or implied contract; (G) claims for sexual
harassment; (H) claims for discrimination; (I) claims for wrongful termination;
(J) claims for defamation; (K) claims for conversion; (L) claims for invasion of
privacy; (M) claims for tortuous interference with contract; (N) claims for
attorneys’ fees and costs; and (O) any and all other claims which Executive ever
had or has, arising by reason of or in any way connected with any employment
relationship
which has existed between Executive and the Bank and NP Bank, including the
termination thereof.
The
parties agree that the General Release provided by Executive in this Agreement
does not include a release for claims under ADEA arising after the date
Executive signs this Agreement.
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(c)
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“Confidential Information” shall mean any and all, and all
manner of, procedures, processes, property, methods of doing business,
trade secrets, marketing and other confidential or
proprietary information of or relating to the Bank and NP Bank and its
respective directors and affiliates and also the respective information
and documentation of the financial condition, assets, liabilities,
business, operations, bank regulators, customers, and prospects of each,
coming into the possession or knowledge of Executive during the course of
his employment or association with the Bank and NP Bank, except to the
extent that such information becomes publicly available (other than by
reason of the breach by Executive of any of the terms or provisions
hereof).
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(d)
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“Bank Released Parties” shall mean the Bank, NP Bank,
NPB and Xxxxxxx, and their past and present parents, subsidiaries,
divisions and related and affiliated organizations, and their respective
past and present respective officers, shareholders, directors, attorneys,
accountants, agents, servants and employees and their successors, heirs
and assigns.
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(e)
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“Person” shall mean any individual,
corporation, partnership, business trust, firm, association or other
entity.
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5. Representations and Warranties of
Executive.
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(a)
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Executive
acknowledges and agrees that, before signing this Agreement, Executive was
advised to review it and consult with any attorney Executive chooses, and
that, to the extent Executive desired, Executive has availed himself of
these opportunities. Having read and understanding this Agreement,
Executive agrees that he is entering into the Agreement freely, willingly,
knowingly, voluntarily, without duress and with the intent to be bound by
it. Executive acknowledges that he has read and fully understands the
Agreement’s terms, conditions, meaning and intent, including the final
binding effect of the waiver and release of his rights under this
Agreement. Executive also represents and warrants to the Bank that
Executive is not aware of any fraud, improprieties, or any irregularities
in connection with any of the duties performed by Executive or others
while in the employment with the Bank. In addition, Executive is not aware
of any fraud or misrepresentations, whether material or not, that involve
management or other employees who have or had a role in Bank’s internal
controls over financial reporting.
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(b)
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Executive
agrees that neither he or any of his representatives or agents will
discuss any Confidential Information with any Person other than the Bank.
Each party to this Agreement agrees that this Agreement and the terms
hereof constitutes Confidential Information and agrees not to disclose any
information regarding the terms of this Agreement, except that Executive
may disclose such information to his immediate family and any personal
tax, legal or other counsel that he has in order to consult with such
advisor regarding the meaning or effect hereof or as required by law, and
the Executive will instruct each of the foregoing not to disclose the same
to anyone.
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6. General
Provisions.
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(a)
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Heirs,
Successors and
Assigns. The terms of this Agreement shall be binding upon the
parties hereto and their respective heirs, successors and assigns,
including, but not limited to, the Bank, Xxxxxxx, XX Bank and
NPB.
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(b)
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Final
Agreement. This Agreement represents the entire understanding of
the parties with respect to the subject matter hereof and supersedes all
prior understandings, written or oral. The terms of this Agreement may be
changed, modified or discharged only by an instrument in writing signed by
the parties hereto.
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(c)
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Governing Law.
This Agreement shall be construed, enforced and interpreted in
accordance with and governed by the laws of the Commonwealth of
Pennsylvania, without reference to its principles of conflicts of
law.
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(d)
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Counterparts.
This Agreement may be executed in one or more counterparts, each of
which counterpart, when so executed and delivered, shall be deemed an
original and all of which counterparts, taken together, shall constitute
but one and the same agreement.
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7. No
Other Obligations. Upon
payment to Executive of the amount set forth in Section 1 hereof, neither the
Bank, Xxxxxxx, XX Bank or NPB shall have any further obligation to Executive
under the Employment Agreement, other than with respect to the payments and
other benefits described herein.
8. Severability. Any
term or provision of this Agreement which is held to be invalid or unenforceable
shall be ineffective to the extent of such invalidity or unenforceability
without rendering invalid or unenforceable the remaining terms and provisions of
this Agreement.
9. EEOC
Claims. To
the extent permitted by law, Executive agrees that he will not file, or permit
to be filed in his name or on his behalf, any lawsuit in court against any of
the Persons or entities released in this Agreement, based upon any act or event
which occurred on or before his execution of this Agreement. Executive further
agrees that, although he has the right to file a charge with the Equal
Employment Opportunity Commission, should he file such a charge, or should any
charge, lawsuit, complaint or other claim be filed in his name or on his behalf
with the Equal Employment Opportunity Commission or with any other
administrative agency or organization, or in any other forum, against any of the
persons or entities released herein, based upon any act or event which occurred
on or before the Termination Date, to the extent permitted by law, he will not
seek or accept any personal relief based upon such charge, lawsuit, complaint or
other claim, including, but not limited to, an award of monetary damages or
reinstatement to his employment with the Bank. Executive is not waiving any
right to file a complaint with a government agency.
10. Review
Period. Executive
shall have a period of twenty-one (21) calendar days within which to consider
and execute this Agreement. Prior to executing this Agreement, Executive may
choose to use as little or as much of the twenty-one (21) calendar day period as
he chooses.
11. Acknowledgements. Executive
acknowledges that he was provided the opportunity to review and consider the
terms of this Agreement for at least twenty-one (21) calendar days. Executive
further acknowledges that he has been advised to discuss all aspects of this
Agreement with his private attorney and/or other individuals of his choice who
are not associated with the Bank. Executive further acknowledges that he has
read this Agreement and fully understands the significance of all of its
provisions. Executive acknowledges, warrants and agrees that he has signed this
Agreement voluntarily and accepts all obligations contained in it in exchange
for a portion of the consideration Executive will receive pursuant to this
Agreement and the Consulting Agreement, which Executive acknowledges is adequate
and satisfactory. Executive further acknowledges the Bank or Xxxxxxx is not
otherwise obligated to provide to Executive the benefits to be provided under
the Consulting Agreement. Executive acknowledges, warrants and agrees that
neither the Employer, nor its agents, representatives, directors, officers or
employees have made any representations to Executive concerning the terms of
effects of this Agreement, other than those explicitly contained in this
Agreement. No inducements, representations, or Agreement have been made or
relied upon to make this Agreement except as stated herein.
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12. Revocation
Period. Once
this Agreement is executed by Executive, Executive shall have a seven (7)
calendar day period during which Executive may revoke his decision to execute
the Agreement (the “7-day Revocation Period”). A revocation made pursuant to
this Section 12 shall be effective only if it is in
writing and is delivered to Xx. Xxxxx X. Xxxxxxxx, President, Xxxxxxx Financial
Corp., at the following address: 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000,
in a manner reasonably calculated to provide Executive with proof of receipt and
delivered at or prior to 5:00 p.m. on the seventh (7th) calendar day, or the
first business day thereafter if that day is a Saturday, Sunday, or bank
Holiday, following execution of this Agreement by Executive. This Agreement
shall not become effective or enforceable until the revocation period has
expired.
This
Agreement was drafted so that it should be readily understood by Executive. By
signing this Agreement, Executive certifies that he understands all the
provisions contained in the Agreement and that this Agreement complies with the
requirements of the Older Workers Benefit Protection Act.
Executive
agrees that any modifications, material or otherwise, made to this Agreement do
not restart or affect in any manner the original twenty-one (21) calendar day
consideration.
Having
elected to execute this Agreement, to fulfill the promises and to receive the
consideration set forth in Section 1 above, Executive freely and
knowingly, after due consideration,
enters into this Agreement and signs the same as Executive’s free and
independent act intending to waive, settle and release all claims Executive has
or might have against the Bank, Xxxxxxx, NPB and NP Bank.
I
have read this Agreement, and I am fully aware of the legal effects of the
Agreement. I have chosen to execute the Agreement freely, without reliance upon
any promises or representations made by the Bank other than those contained in
this Agreement, and I understand that, under the terms of the Agreement, I will
receive the compensation as described in the Agreement, less applicable tax
withholdings, after the expiration of the 7-day Revocation Period, provided I do
not revoke this Agreement within the 7-day Revocation Period described
herein.
Please
carefully read this Agreement in full. It contains a covenant not to xxx and a
general release of all known and unknown claims arising out of your employment
with the Company, including, but not limited to, the release of all claims under
Title VII of the 1964 Civil Rights Act, the Americans With Disabilities Act, the
Age Discrimination in Employment Act as amended by the Older Workers Benefit
Protection Act, and/or any other federal or state fair employment or anti
discrimination statutes or regulations.
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Statement by Executive who
is signing below. By signing this Agreement, I acknowledge that I have
carefully read and fully understand the provisions of this Agreement and have
had sufficient time and opportunity (over a period of 21 days) to consult with
my personal tax, financial and legal advisors prior to executing this Agreement
and I intend to be legally bound by its terms.
**REMAINDER
OF THIS PAGE IS INTENTIONALLY BLANK**
**SIGNATURE
PAGE FOLLOWS**
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IN WITNESS WHEREOF, the parties hereto have
signed this Acknowledgment and Release.
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EXECUTIVE
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Xxxxxxxxx
X. Xxxxxxx
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Date
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XXXXX
BANK
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By:
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Date
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XXXXXXX
FINANCIAL CORP.
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By:
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Date
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NORTH
PENN BANCORP, INC.
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By:
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Date
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NORTH
PENN BANK
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By:
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Date
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10
ELECTION
TO EXECUTE PRIOR TO EXPIRATION
OF TWENTY ONE DAY
CONSIDERATION PERIOD
I,
Xxxxxxxxx X. Xxxxxxx, understand that I have at least twenty-one (21) calendar
days to consider and execute this Agreement. After having had the opportunity to
consult with counsel, however, I have freely and voluntarily elected to execute
this Agreement prior to the expiration of the twenty-one (21) calendar day
period.
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Xxxxxxxxx
X. Xxxxxxx, Executive
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Date
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