EXHIBIT 99.3
FORM OF CHANGE OF CONTROL AGREEMENT BETWEEN THE COMPANY AND CERTAIN OF ITS
OFFICERS FROM TIME TO TIME
AGREEMENT
This Agreement entered into as of _______________, _______ by and
between CORUS BANKSHARES, Inc. (the "Company"), and ______________________ (the
"Executive").
WITNESSETH THAT:
WHEREAS, the Company considers it in the best interests of its
shareholders to xxxxxx the continuous employment of key management personnel,
and recognizes that the possibility of a Change in Control (as hereinafter
defined) might create uncertainty among management to the detriment of the
Company and its shareholders; and
WHEREAS, to induce the Executive to remain in the employ of the
Company, and encourage the continued attention and dedication of the Executive
to the Executive's assigned duties without distraction arising from the
possibility of a Change in Control, the Company agrees that the Executive shall
receive the benefits set forth in this Agreement in the event of a Change in
Control, and the Company and the Executive desire to enter into this Agreement
for the purpose of setting forth certain terms relating to the Executive's
employment with the Company or any Affiliate of the Company (as hereinafter
defined);
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, it is hereby agreed by and between the parties as follows:
1. Term of Agreement. The "Term" of this Agreement shall commence on
_________________, ______ and shall continue through _________________, ______.
However, if a Change in Control occurs during the Term of this Agreement, as
determined in accordance with the preceding sentence, the Term of this Agreement
shall continue from the date of the Change in Control until the last day of the
Coverage Period following the date of the Change in Control or, if later, the
24-month anniversary of the date of the Change in Control. The "Coverage Period"
shall be the period beginning on the date of the Change in Control and ending on
the _____-month anniversary of the Change in Control.
2. Employment after a Change in Control. Subject to the terms and
conditions of this Agreement, if the Executive is in the employ of the Company
or any Affiliate on the date of a Change in Control, the Company hereby agrees
to continue the Executive in the employ of the Company or an Affiliate for the
period commencing on the date of the Change in Control and ending on the last
day of the Term of this Agreement (the "Employment Period"). During the
Employment Period, the Executive shall perform such executive duties as shall be
reasonably assigned to him from time to time by the President of the Company
taking into consideration the needs of the Company and its Affiliates. The
Executive agrees that during the Employment Period he shall devote his full
business time exclusively to the executive duties described herein and perform
such duties faithfully and efficiently. For purposes of this Agreement, an
"Affiliate"
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of the Company means any person or entity that controls, is controlled by or is
under common control with the Company.
3. Change in Control. For purposes of this Agreement, a "Change in
Control" shall occur on the date on which any individual, corporation or
partnership other than:
(a) a trustee or other fiduciary of securities held under an employee
benefit plan of the Company;
(b) a corporation, partnership, or trust owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions
as their ownership of the Company;
(c) any person in which the Executive, directly or indirectly, has a 10% or
greater equity interest;
(d) any person who is a beneficial owner of 5% or more of the total voting
power of the Company's outstanding stock on the date hereof;
(e) any charitable foundation; or
(f) any person obtaining an ownership interest by reason of a gift, devise
or inheritance is or becomes a beneficial owner, directly or
indirectly, of stock of the Company representing 50% or more of the
total voting power of the Company's then outstanding stock. A Change of
Control shall also include: (1) any sale, transfer, or disposal of all
or substantially all of the assets of the Company; or (2) any merger,
consolidation, or other combination of the Company other than: (a) a
combination with an Affiliate of the Company; or (b) a combination with
any non-Affiliated company where the Company is the surviving business
entity after said combination. In the event of an ambiguity as to
whether a Change of Control has occurred, it is understood and agreed
by the parties hereto that Xxxxxx X. Xxxxxxxx, in his sole and absolute
discretion, may make a determination whether a Change of Control has
taken place.
4. Compensation During the Employment Period. During the Employment
Period, the Executive shall be compensated as follows:
(a) he shall receive a monthly base salary which is not less than the
monthly base salary which was received in the month immediately prior
to the commencement of the Employment Period;
(b) for the fiscal year in which the Change in Control occurs, he shall be
entitled to a bonus which will be calculated in a manner consistent
with the Company's practice with respect to the Executive prior to the
Change in Control;
(c) for fiscal years following the fiscal year in which the Change in
Control occurs, he shall be entitled to a bonus which will be
calculated in a manner that is comparable to the manner that is used
for calculating the bonus for other similarly situated employees of the
Company; and
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(d) he shall be entitled to receive employee benefits (including, but not
limited to, tax-qualified pension and savings plan benefits, medical
insurance, disability income protection, life insurance coverage and
death benefits) and perquisites which are not materially less favorable
to the Executive than the employee benefits and perquisites provided to
other similarly situated employees of the Company from time to time
after the Change in Control.
5. Termination of Employment. In the event of the termination of
the Executive's employment during the Employment Period, the Executive (or, in
the event of his death, his estate) shall be entitled to compensation in
accordance with the following:
(a) Death. The Executive's employment shall automatically terminate upon
his death, in which case his estate shall be entitled to any unpaid
salary earned by the Executive through the date of his death. Except as
otherwise provided in any incentive compensation or employee benefit
program, no other compensation shall be payable after the date of the
Executive's death.
(b) Termination for Cause. The Company or any Affiliate may terminate the
Executive's employment hereunder at any time for Cause. For purposes of
this Agreement, the term "Cause" shall mean:
(i) the willful and continued failure by the Executive to substantially
perform his duties to the Company or its Affiliates within a reasonable
period of time after a written demand for substantial performance is
delivered to the Executive by the Company's Chief Executive Officer,
which demand specifically identifies the manner in which the Chief
Executive Officer believes that the Executive has not substantially
performed his duties;
(ii) the Executive's engaging in a criminal act related to his
employment for which he is convicted;
(iii) the removal of the Executive from his position with the Company
or any of its Affiliates by bank regulators; or
(iv) the willful engaging by the Executive in conduct which is
demonstrably and materially injurious to the Company, monetarily or
otherwise; or the engaging by the Executive in egregious misconduct
involving serious moral turpitude to the extent that, in the reasonable
judgment of the Company's Board of Directors, the Executive's
credibility and reputation no longer conform to the standard of the
Company's executives.
For purposes of this Agreement, no act, or failure to act, on the
Executive's part shall be deemed "willful" unless done, or omitted to
be done, by the Executive not in good faith and without reasonable
belief that the Executive's action or omission was in the best interest
of the Company and its Affiliates. In the event of the Executive's
termination for Cause, the Executive shall be entitled to any unpaid
salary earned prior to the date of his termination of employment.
Except as otherwise provided in any incentive compensation
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or employee benefit program, no other compensation shall be payable to
the Executive after the date of his termination of employment.
(c) Termination by the Company Other than For Cause and Termination by
Executive For Good Reason. The Company or any Affiliate may terminate
the Executive's employment at any time during the Employment Period for
any reason other than Cause. The Executive may terminate his employment
at any time during the Employment Period for Good Reason (as defined
below). In either such event, and subject to the following provisions
of this paragraph (c), the Company or an Affiliate shall pay the
Executive the base salary to which he is then entitled through the date
of his termination and shall pay him an additional amount in a lump sum
payment within 30 days of such termination of employment equal to the
sum of:
(i) An amount equal to the Executive's base salary (at the rate in
effect immediately prior to his termination of employment) for eighteen
to thirty-six months.
(ii) The amount of any bonus paid (or that would have been paid in the
absence of deferral) to the Executive for the year preceding the year
in which the Change of Control occurs, subject to a pro-rata reduction
to reflect the portion of the bonus performance period following the
Executive's termination of employment.
In no event, however, shall the Executive be entitled to receive the
amount described under paragraph (i) above unless he executes a release
of claims against the Company and affiliated persons in the form set
forth as Exhibit A (the "Release"). To the extent that payment under
this paragraph (c) or paragraph (d) is conditioned on the Executive's
execution of a Release, no such payment will be made to the extent that
any portion of such Release is subject to the seven-day revocation
period prescribed by the Age Discrimination in Employment Act, as
amended, or to any similar revocation period in effect on the date of
termination of the Executive's employment unless such revocation period
has expired without such revocation occurring.
The Executive's entitlement to benefits and options under any incentive
or deferred compensation or other employee benefit programs in which
the Executive participates shall be determined in accordance with the
terms of such programs for officer/employee termination.
For purposes of this Agreement, the term "Good Reason" means:
(I) any failure by the Company to comply with the provisions of this
Agreement relating to compensation and benefits, other than an
insubstantial and inadvertent failure remedied by the Company promptly
after receipt of notice thereof given by the Executive; or
(II) the relocation of the Executive's principal job location to a
location, other than the Company's headquarters on the date of the
Change in Control, which is more than 35 miles from his principal job
location on the date of the Change in Control.
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(d) Termination by the Executive Other Than For Good Reason. The Executive
may terminate his employment at any time during the Employment Period
for any reason other than Good Reason, in which case the Company or an
Affiliate shall pay the Executive the base salary to which he is
entitled through the date of his termination of employment. If such
termination of employment occurs during the 30-day period beginning on
the first anniversary of the Change in Control, and subject to the
following provisions of this paragraph (d), the Company or an Affiliate
shall pay the Executive an additional amount in a lump sum payment
within 30 days of such termination of employment equal to the
Executive's base salary (at the rate in effect immediately prior to his
termination of employment) for nine to eighteen months. In no event,
however, shall the Executive be entitled to receive the amount
described in the preceding sentence unless he executes a Release, nor
shall the Executive be entitled to receive the amount described in the
preceding sentence if, immediately prior to at the time of his
termination of employment, the Company or an Affiliate could have
terminated his employment for Cause. The Executive's entitlement to
benefits and options under any incentive or deferred compensation or
other employee benefit programs in which the Executive participates
shall be determined in accordance with the terms of such programs for
officer/employee termination.
(e) Termination for Disability. The Company or any Affiliate may terminate
the Executive's employment during any period in which he is Disabled.
The Executive shall be considered "Disabled" during any period in which
he has a physical or mental disability which renders him incapable,
after reasonable accommodation, of performing his duties under this
Agreement; provided, however, that the Executive shall not be
considered to be "Disabled" unless (i) for a period of no less than 120
consecutive days, the Executive, as a result of a physical or mental
disability, is incapable, after reasonable accommodation, of performing
any essential functions of the Executive's duties under this Agreement;
and (ii) at the Executive's termination of employment, the Executive
will immediately begin receiving long term disability benefits totaling
no less than 60% of the Executive's salary (as such was immediately
prior to termination) under the Company's long-term disability plan or
another arrangement providing substantially similar benefits. In the
event of a dispute as to whether the Executive is Disabled, the Company
may refer the same to a licensed practicing physician mutually
agreeable to the Company and Executive, and the Executive agrees to
submit to such tests and examinations as such physician shall deem
appropriate. During the period in which the Executive is Disabled, the
Company may appoint a temporary replacement to assume the Executive's
responsibilities.
In the event of the Executive's termination of employment by reason of
being Disabled, the Executive shall be entitled to any unpaid salary
earned prior to the date of his termination of employment. The
Executive's entitlement to benefits and options under any incentive or
deferred compensation or other employee benefit programs in which the
Executive participates shall be determined in accordance with the terms
of such programs for officer/employee termination. Except as otherwise
provided in any such program, no other compensation shall be payable to
the Executive after the date of his termination of employment.
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6. Tax Limitations. If any payments under this Agreement, after taking
into account all other payments to which the Executive is entitled from the
Company, or any Affiliate thereof, are more likely than not to result in a loss
of a deduction to the Company by reason of section 280G of the Internal Revenue
Code of 1986 or any successor provision to that section, such payments shall be
reduced to the extent required to avoid such loss of deduction. The Executive
shall be entitled to select the order in which payments are to be reduced in
accordance with the preceding sentence.
If requested by the Executive, the Company shall provide complete
compensation and tax data on a timely basis to the Executive and to an
accounting or law firm designated by the Executive in order to enable the
Executive to determine the extent to which payments from the Company and its
Affiliates may result in a loss of a deduction, and the Company shall reimburse
the Executive for any reasonable fees and expenses incurred by the Executive for
such purpose. If the Executive and the Company shall disagree as to whether a
payment under this Agreement is more likely than not to result in the loss of a
deduction, the matter shall be resolved by an opinion of tax counsel chosen by
the Company's independent auditors. The Company shall pay the fees and expenses
of such counsel, and shall make available such information as may be reasonably
requested by such counsel to prepare the opinion.
If, by reason of the limitations of this paragraph 6, the maximum
amount payable to the Executive under paragraph 5 above cannot be determined
prior to the due date for such payment, the Company or an Affiliate shall pay on
the due date the minimum amount which it in good faith determines to be payable
and shall pay the remaining amount, with interest at a rate, compounded
semi-annually, equal to 120% of the applicable Federal rate determined under
section 1274(d) of the Internal Revenue Code of 1986, as soon as such remaining
amount is determined in accordance with this paragraph 6.
7. Proprietary Information. Except as may be required by the lawful
order of a court or agency of competent jurisdiction or in connection with his
good faith performance of duties for the Company or its Affiliates, the
Executive agrees to keep secret and confidential indefinitely and not to
disclose to any other person, firm or other entity, or to use in any way, any
Proprietary Information of the Company or its Affiliates which is acquired by or
disclosed to the Executive during the course of his employment with the Company.
For purposes of this Agreement, "Proprietary Information" means any non-public,
proprietary information concerning the Company or its Affiliates, including,
without limitation, any non-public, proprietary information concerning their
respective customers, business relationships, business plans and strategies,
marketing techniques, pricing policies or other information which gives or may
give the Company or any Affiliate an advantage in the marketplace against its
competitors.
8. Non-Solicitation of Customers or Employees. During the term of the
Executive's employment with the Company or any Affiliate and for a period of TWO
years after the termination of such employment for any reason, the Executive
shall not, directly or indirectly, as an officer, employee, consultant, agent,
partner, joint venturer or owner of any other person, firm or other entity which
is engaged in any business which is competitive with the business of the Company
or any of its Affiliates, (a) initiate contact with, solicit or cause the
solicitation of any current, former or prospective customer of the Company or
any Affiliate with which the
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Executive had direct or indirect contact as an employee of the Company during
the EIGHTEEN month period preceding the Executive's termination of employment
with the Company or any Affiliate or regarding which the Executive has
Proprietary Information or (b) contact, solicit or cause the solicitation of any
employee of the Company or any Affiliate the product of which is intended or
likely to yield a termination of, or otherwise materially adversely affect, the
relationship of such employee with the Company or any Affiliate. Notwithstanding
the foregoing, the restrictions contained in this Section 8 shall terminate and
be of no further force or effect upon the occurrence of a Change in Control,
regardless of whether such Change in Control occurs prior to the termination of
the Executive's employment with the Company or an Affiliate or following such
termination and during the period such restrictions would otherwise be
applicable.
9. Remedies. The Executive acknowledges that compliance with the
provisions of paragraphs 7 and 8 hereof is necessary to protect the business and
goodwill of the Company and its Affiliates and that the Company and/or its
Affiliates would be irreparably injured by a breach of paragraphs 7 or 8 and
that money damages may not be an adequate remedy therefor. Consequently, the
Executive agrees that the Company, in addition to any other remedies available
to it, including, without limitation, the recovery of damages, shall be entitled
to an injunction restraining the Executive from any actual or threatened breach
of paragraphs 7 or 8 or to any other appropriate equitable remedy, without any
bond or other security being required.
10. Assistance with Claims. The Executive agrees that for a reasonable
period after the Executive's termination of employment, the Executive will
provide a reasonable level of assistance to the Company and the Affiliates in
the defense of any claims that may be made against the Company and the
Affiliates, and will provide a reasonable level of assistance to the Company and
the Affiliates in the prosecution of any claims that may be made by the Company
or the Affiliates, to the extent that such claims may relate to services
performed by the Executive for the Company and the Affiliates. The Executive
agrees to promptly inform the Company if he becomes aware of any lawsuits
involving such claims that may be filed against the Company or any Affiliate.
The Company agrees to provide legal counsel to the Executive in connection with
such assistance (to the extent legally permitted), and to reimburse the
Executive for all of the Executive's reasonable out-of-pocket expenses
associated with such assistance, including travel expenses. The Executive also
agrees, except as prohibited by law, to promptly inform the Company if he is
asked to assist in any investigation of the Company or the Affiliates (or their
actions) that may relate to services performed by the Executive for the Company
or the Affiliates, regardless of whether a lawsuit has then been filed against
the Company or the Affiliates with respect to such investigation. The Company
agrees that, in requesting and/or scheduling any assistance from the Executive
pursuant to this paragraph 10, it will reasonably accommodate Executive's
professional or personal duties, obligations or commitments. The Company further
agrees that, to the extent that the Executive is involved in or subject to any
claims, the Executive will be protected by the indemnification provisions
contained within the Company's Bylaws or any such other indemnification
protections applicable to Company directors and/or officers at the time of the
claims.
11. No Current Right to Continued Employment. The Executive
acknowledges that, except as provided herein with respect to the Executive's
employment following a Change in
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Control, nothing contained in this Agreement shall create any right of the
Executive to continued employment with the Company or any Affiliate prior to a
Change in Control and, prior to such Change in Control, the Executive shall be
considered to be an "at will" employee.
12. Notices. Any notices, requests, demand and other communications
provided for by this Agreement shall be sufficient if in writing and if sent by
registered or certified mail to the Executive at the last address he has filed
in writing with the Company or, in the case of the Company, to the attention of
the Secretary of the Company, at its principal executive offices.
13. Nonalienation. The interests of the Executive under this Agreement
are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Executive or the Executives beneficiary.
14. Amendment. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing. So long as the Executive lives, no person,
other than the parties hereto, shall have any rights under or interest in this
Agreement or the subject matter hereof.
15. Applicable Law and Regulations. The provisions of this Agreement
shall be construed in accordance with the laws of the State of Illinois, without
regard to the conflict of law provisions of any state. Any payment provided for
by this Agreement shall be reduced or eliminated to the extent required by any
applicable banking regulations.
16. Enforcement and Severability. It is the intent and desire of the
parties that this Agreement, including paragraphs 7 and 8 hereof, be enforced to
the fullest extent permissible under the laws and public policies as applied in
each jurisdiction in which enforcement of this Agreement is sought. If any
provision of this Agreement shall be determined by a court of competent
jurisdiction to be invalid or unenforceable, this Agreement shall be amended,
without any action on the part of either party hereto, to delete or modify, as
appropriate, the portion thereof determined to be invalid or unenforceable, such
deletion or modification to apply only with respect to the operation of this
Agreement in the particular jurisdiction in which such adjudication is made.
Furthermore, the invalidity or unenforceability of any provision of this
Agreement in any jurisdiction shall not affect the validity or enforceability of
any other provision of this Agreement in such jurisdiction or of any provision
of this Agreement in any other jurisdiction.
17. Waiver of Breach. No waiver by either party of a breach of any
provision of this Agreement by the other party, or of compliance with any
condition or provision of this Agreement to be performed by such other party,
will operate or be construed as a waiver of any subsequent breach by such other
party or any similar or dissimilar provisions and conditions at the same or any
prior or subsequent time. The failure of either party hereto to take any action
by reason of such breach will not deprive such party of the right to take action
at any time while such breach continues.
18. Successors. This Agreement shall be binding upon, and inure to the
benefit of, the Company and its successors and assigns and upon any person
acquiring, whether by merger,
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consolidation, purchase of assets or otherwise, all or substantially all of the
Company's assets and business.
19. Counterparts. This Agreement may be executed in two or more
counterparts, any one of which shall be deemed the original without reference to
the others.
20. Previous Agreements. This Agreement supersedes any and all previous
Change in Control Employment Agreements between the parties.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the day and year first above written.
____________________________________
Executive
CORUS BANKSHARES, Inc
BY: ______________________________
ITS: ______________________________
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Exhibit A
EXECUTIVE RELEASE AND WAIVER
1. This document is attached to, is incorporated into, and forms a part
of, the change in control agreement dated ________________, ________ (the
"Agreement") by and between _________________________ (the "Executive") and
CORUS BANKSHARES, Inc. (the "Company"). The Executive, on behalf of himself and
the other Executive Releasors, releases and forever discharges the Company and
the other Company Releasees from any and all Claims which the Executive now has
or claims, or might hereafter have or claim (or the other Executive Releasors
may have, to the extent that it is derived from a Claim which the Executive may
have), against the Company Releasees based upon or arising out of any matter or
thing whatsoever, occurring or arising on or before the date of this Release and
Waiver, to the extent that the Claim arises out of or relates to the Executive's
employment by the Company and its Affiliates (as defined in the Agreement),
including his service as a director of the Company and its Affiliates, and/or
the Executive's termination or resignation therefrom. However, nothing in this
Release and Waiver shall constitute a release or waiver of any Claims of the
Executive (or other Executive Releasors) that may arise under paragraph 5,
paragraph 6, or paragraph 10 of the Agreement. Nothing in this Release and
Waiver shall alter any indemnification rights under the Company's bylaws or such
other indemnification protections applicable to the Executive from time to time.
Nothing in this Release and Waiver shall alter the requirements of paragraphs
5(c) and 5(d) of the Agreement that provide that the "Executive's entitlement to
benefits and options under any incentive or deferred compensation or other
employee benefit programs in which the Executive participates shall be
determined in accordance with the terms of such programs for officer/employee
termination."
For purposes of this Release and Waiver, the terms set forth below
shall have the following meanings:
(a) The term "Agreement" shall include the Agreement and this Exhibit, and
including the plans and arrangements under which the Executive is
entitled to benefits in accordance with the Agreement and this Exhibit.
(b) The term "Claims" shall include any and all rights, claims, demands,
debts, dues, sums of money, accounts, attorneys' fees, complaints,
judgments, executions, actions and causes of action of any nature
whatsoever, cognizable at law or equity, and shall include, without
limitation, claims arising out of or related to the Agreement, and
Claims arising under (or alleged to have arisen under) (i) the Age
Discrimination in Employment Act of 1967, as amended; (ii) Title VII of
the Civil Rights Act of 1964, as amended; (iii) The Civil Rights Act of
1991; (iv) Section 1981 through 1988 of Title 42 of the United States
Code, as amended; (v) the Employee Retirement Income Security Act of
1974, as amended; (vi) The Immigration Reform Control Act, as amended;
(vii) The Americans with Disabilities Act of 1990, as amended; (viii)
The National Labor Relations Act, as amended; (ix) The Fair Labor
Standards Act, as amended; (x) The Occupational Safety and Health Act,
as amended; (xi) The Family and Medical Leave Act of 1993; (xii) any
state antidiscrimination law; (xiii) any state wage and hour law; (xiv)
any other local, state or federal law, regulation or ordinance; (xv)
any public policy, contract, tort, or common
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law; or (xvi) any allegation for costs, fees, or other expenses
including attorneys' fees incurred in these matters.
(c) The term "Company Releasees" shall include the Company and its
Affiliates, and their officers, directors, trustees, members,
representatives, agents, employees, shareholders, partners, attorneys,
assigns, administrators and fiduciaries under any employee benefit plan
of the Company and its Affiliates, and insurers, and their predecessors
and successors.
(d) The term "Executive Releasors" shall include the Executive, and his
family, heirs, executors, representatives, agents, insurers,
administrators, successors, assigns, and any other person claiming
through the Executive.
2. The following provisions are applicable to and made a part of the
Agreement and this Release and Waiver:
(a) This Release and Waiver shall be executed not earlier than the
Executive's termination of employment. By this Release and Waiver, the
Executive Releasors do not release or waive any right or claim which
they may have under the Age Discrimination in Employment Act, as
amended by the Older Workers Benefit Protection Act, which arises after
the date of execution of this Release and Waiver.
(b) In exchange for this Release and Waiver, the Executive hereby
acknowledges that he has received separate consideration beyond that to
which he is otherwise entitled under the Company's policy or applicable
law.
(c) The Company hereby expressly advises the Executive to consult with an
attorney of his choosing prior to executing this Release and Waiver.
(d) The Executive has twenty-one (21) days from the date of presentment to
consider whether or not to execute this Release and Waiver. In the
event of such execution, the Executive has a further period of seven
(7) days from the date of said execution in which to revoke said
execution. This Release and Waiver will not become effective until
expiration of such revocation period.
(e) This Release and Waiver, and the commitments and obligations of all
parties under paragraph 5(c) of the Agreement:
(i) shall become final and binding immediately following the expiration
of the Executive's right to revoke the execution of this Release and
Waiver in accordance with paragraph 2(d) of this Exhibit A;
(ii) shall not become final and binding until the expiration of such
right to revoke; and
(iii) shall not become final and binding if the Executive revokes such
execution.
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3. The Executive hereby acknowledges that he has carefully read and
understands the terms of this Release and Waiver and each of his rights as set
forth therein.
_______________________________
Executive
Date: _________________________
State of ________________________
County of _______________________
Subscribed Before Me This
____ Day of _________, ____.
________________________________
Notary Public
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