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EXHIBIT 10.11
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of November 12, 1996 (this
"Agreement"), by and between ASG Holdings Inc., a Delaware corporation (the
"Company"), and Xxxxx Xxxxxx (the "Executive").
WHEREAS, on the date hereof, the Executive is employed by MSX
International, Inc. ("MSX"); and
WHEREAS, pursuant to an Acquisition Agreement dated as of the date
hereof among the Company, MSX and Mascotech, Inc., the Company has agreed to
acquire substantially all the assets and business of MSX; and
WHEREAS, the Company desires to employ the Executive as President and
Chief Operating Officer, and the Executive desires to be retained in such
capacities on the terms and conditions set forth herein, effective upon the
closing of the transactions contemplated by such Acquisition Agreement, it being
understood that if no such closing shall occur, this Agreement shall have no
force and effect.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements made herein, the Company and the Executive agree as follows:
1. Prior Agreements. The Executive hereby agrees that all
agreements, plans or arrangements covering the Executive which are in effect
prior to the Commencement Date and which are to be assumed by the Company
pursuant to the Acquisition Agreement shall be terminated as of the Commencement
Date, and the Executive hereby releases the Company and its affiliates from all
payments and other obligations thereunder, if any. The foregoing shall not apply
to (i) this Agreement, (ii) any other agreement entered into by the Executive
and the Company on the date hereof, and (iii) obligations with respect to the
Executive to be assumed by the Company under the Acquisition Agreement under the
MSX International 401(k)Plan. Nothing in this Agreement shall affect any rights
the Executive may have to pursue payments from TAD Resources International, Inc.
and its affiliates.
2. Employment; Duties. The Company shall employ the Executive as
President and Chief Operating Officer for the "Employment Period" as defined in
Section 3. The Executive, in his capacity as President and Chief Operating
Officer, shall have such duties, responsibilities and authority normally
incident to such office, subject to the provisions of the Bylaws of the Company.
Subject to the foregoing, the precise duties, responsibilities and authority of
the Executive may be expanded, limited or modified, from time to time, at the
discretion of the
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Board of Directors. During the Employment Period, the Executive shall render
his business services solely in the performance of his duties hereunder. The
Executive agrees that during the term of his employment hereunder, he shall
devote his full working time, attention, knowledge and experience and give his
best effort, skill and abilities, exclusively to promote the business and
interests of the Company. The Executive may not serve as an officer or director
of, make investments in, or otherwise participate in, any other entity without
the prior written consent of the Board of Directors; provided, that the
foregoing shall not be deemed to prohibit the Executive from acquiring,
directly or indirectly, solely as an investment, not more than two percent (2%)
of any class of securities of any entity that are registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, including
the regulations issued thereunder; and provided further, that so long as it
does not interfere with the Executive's employment, the Executive may (a) with
the prior written consent of the Board of Directors (which consent will not be
unreasonably withheld), serve as a director in a noncompeting company, (b)
serve as an officer, director or otherwise participate in purely educational,
welfare, social, religious and civic organizations, and (c) manage personal and
family investments.
3. Employment Period. This Agreement shall have a term of two years,
commencing as of the date of the closing of the transactions contemplated by the
Acquisition Agreement, as referenced in the recitals above (the "Commencement
Date") and ending on the second anniversary of the Commencement Date (the
"Initial Period"), unless sooner terminated in accordance with the provisions of
Section 8 or Section 9. On the expiration of the Initial Period and on each
yearly anniversary thereof, this Agreement shall automatically renew for an
additional one-year period (each such one-year period being referred to as a
"Renewal Period"), unless sooner terminated in accordance with the provisions of
Section 8 or Section 9, unless the Company or the Executive notifies the other
in writing of its intention not to renew this Agreement not less than ninety
(90) days prior to such expiration date or anniversary, as the case may be. The
term of this Agreement, as in effect from time to time, is referred to herein as
the "Employment Period".
4. Compensation and Benefits.
(a) Base Compensation. The Executive shall be paid an aggregate
base salary (the "Base Salary") of $325,000 per annum, less statutory deductions
and withholdings. The Base Salary shall be payable in a manner consistent with
the normal payroll practices of the Company in effect from time to time. The
Board of Directors of the Company, in its sole discretion, or at the
recommendation of the Compensation Committee, may increase (but not decrease)
the Base Salary, at any time.
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(b) Annual Bonus. In addition to the Base Salary, the Executive
may be entitled to receive a discretionary annual bonus for each fiscal year of
the Company that ends during the Employment Period of up to 50% of his annual
Base Salary (the "Bonus Award") based upon the achievement of annual Company and
individual performance goals to be set by the Board of Directors in consultation
with the Executive.
(c) Benefits. The Executive shall also be entitled to participate
in the employee benefit and group insurance programs provided by the Company for
its officers and employees generally and in accordance with the terms of the
applicable plan documents as they may be revised from time to time.
5. Trade Secrets. The Executive recognizes that it is in the
legitimate business interest of the Company to restrict his disclosure or use of
Trade Secrets and Confidential Information relating to the Company and its
direct or indirect subsidiaries for any purpose other than in connection with
his performance of his duties to the Company, and to limit any potential
appropriation of such Trade Secrets and Confidential Information by the
Executive. The Executive therefore agrees that all Trade Secrets and
Confidential Information relating to the Company and its direct or indirect
subsidiaries heretofore or in the future obtained by the Executive shall be
considered confidential and the proprietary information of the Company and its
direct or indirect subsidiaries. During the Employment Period the Executive
shall not use or disclose, or authorize any other person or entity to use or
disclose, any Trade Secrets or other Confidential Information, other than as
necessary to further the business objectives of the Company in accordance with
the terms of his employment hereunder. The term "Trade Secrets or other
Confidential Information" includes, by way of example and without limitation,
matters of a technical nature, such as scientific, trade and engineering
secrets, "know-how", formulas, secret processes, drawings, works of authorship,
machines, inventions, computer programs (including documentation of such
programs), services, materials, patent applications, new product plans, other
plans, technical information, technical improvements, manufacturing techniques,
specifications, manufacturing and test data, progress reports and research
projects, and matters of a business nature, such as business plans, prospects,
financial information, proprietary information about costs, profits, markets,
sales, lists of customers and suppliers of the Company and its direct or
indirect subsidiaries, procurement and promotional information, credit and
financial data concerning customers or suppliers of the Company and its direct
or indirect subsidiaries, information relating to the management, operation and
planning of the Company and its direct and indirect subsidiaries, and other
information of a similar nature to the extent not available to the public, and
plans for
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future development. After termination of the Executive's employment with the
Company for any reason, the Executive shall not use or disclose Trade Secrets or
other Confidential Information.
6. Return of Documents and Property. Upon the termination of the
Executive's employment with the Company, or at any time upon the request of the
Company, the Executive (or his heirs or personal representatives) shall deliver
to the Company (a) all documents and materials (including, without limitation,
computer files) containing Trade Secrets or other Confidential Information
relating to the business and affairs of the Company and its direct and indirect
subsidiaries, and (b) all documents, materials and other property (including,
without limitation, computer files) belonging to the Company or its direct or
indirect subsidiaries, which in either case are in the possession or under the
control of the Executive (or his heirs or personal representatives).
7. Discoveries and Work. All Discoveries and Works made or conceived
by the Executive during his employment by the Company, whether during the
Employment Period or at any time prior thereto, jointly or with others, that
relate to the present or anticipated activities of the Company or its direct or
indirect subsidiaries, or are used or usable by the Company or its direct or
indirect subsidiaries shall be owned by the Company or its direct or indirect
subsidiaries. The term "Discoveries and Works" includes, by way of example but
without limitation, Trade Secrets and other Confidential Information, patents
and patent applications, trademarks and trademark registrations and
applications, service marks and service xxxx registrations and applications,
trade names, copyrights and copyright registrations and applications. The
Executive shall (a) promptly notify, make full disclosure to, and execute and
deliver any documents requested by, the Company, as the case may be, to evidence
or better assure title to Discoveries and Works in the Company or its direct or
indirect subsidiaries, as so requested, (b) renounce any and all claims,
including but not limited to claims of ownership and royalty, with respect to
all Discoveries and Works and all other property owned or licensed by the
Company or its direct or indirect subsidiaries, (c) assist the Company or its
direct or indirect subsidiaries in obtaining or maintaining for itself at its
own expense United States and foreign patents, copyrights, trade secret
protection or other protection of any and all Discoveries and Works, and (d)
promptly execute, whether during his employment with the Company or thereafter,
all applications or other endorsements necessary or appropriate to maintain
patents and other rights for the Company or its direct or indirect subsidiaries
and to protect the title of the Company or its direct or indirect subsidiaries
thereto, including but not limited to assignments of such patents and other
rights. Any Discoveries and Works which, within six months after the
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termination of the Executive's employment with the Company, are made, disclosed,
reduced to a tangible or written form or description, or are reduced to
practice by the Executive and which pertain to the business carried on or
products or services being sold or developed by the Company or its direct or
indirect subsidiaries at the time of such termination shall, as between the
Executive and, the Company, be presumed to have been made during the Executive's
employment by the Company. The Executive acknowledges that all Discoveries and
Works shall be deemed "works made for hire" under the Copyright Act of 1976, as
amended, 17 U.S.C. Section 101.
8. Termination.
(a) The Company or the Executive may terminate this Agreement,
with or without cause, with or without prior notice. Except as provided in
Sections 8(b) and 18, in the event the Company or the Executive terminates this
Agreement, the Executive's rights and the obligations of the Company hereunder
shall cease as of the effective date of the termination, including, without
limitation, the right to receive the Base Salary, any Bonus Award and all other
compensation or benefits provided for in this Agreement.
(b) In the event the Company terminates this Agreement without
"cause" or in the event that the Executive terminates this Agreement upon notice
for "Good Reason", the Executive shall be entitled to continue to receive
payments of his Base Salary for the balance of the then existing Employment
Period, payable at such times and in such amounts as if this Agreement were not
terminated, provided, however, that if such termination occurs during the
Initial Term, or on account of the Company's action pursuant to Section 3 which
prevents the automatic renewal of the Agreement upon (and only upon) expiration
of the Initial Term, then the period during which the Executive shall be
entitled to continue to receive payments of his Base Salary shall be no less
than one year. All other compensation and benefits provided for in Section 4 of
this Agreement shall cease upon such termination.
For purposes of this Agreement, "cause" shall mean (i) the willful
failure of the Executive to follow the directions of the Board of Directors
(other than any such failure resulting from his incapacity due to physical or
mental illness or disability which is subject to the provisions of Section 9),
after written notice of such failure from the Board of Directors and a 10-day
opportunity to cure, (ii) any act of fraud or dishonesty, misappropriation or
embezzlement, wilful misconduct or gross negligence in connection with the
performance of the Executive's duties hereunder, (iii) a breach by the Executive
of any material provision hereof or of any material contractual or material
legal duty to the Company (including, but not limited
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to, the unauthorized disclosure of Trade Secrets or other Confidential
Information, non-compliance with the written policies, guidelines and procedures
of the Company), after written notice thereof from the Board of Directors and a
30-day opportunity to cure in the event that such breach was not wilful, (iv)
the conviction of the Executive of the commission of a crime or offense
involving moral turpitude (including pleading guilty or no contest to such a
crime or offense or a lesser charge which results from plea bargaining) which
results in the imprisonment of the Executive, whether or not committed in
connection with the business of the Company, (v) alcohol or substance abuse or
(vi) breach by the Executive of the provisions of any stockholders agreement or
other agreement relating to the Executive's acquisition of an equity interest in
the Company to which the Executive may become a party on or after the date
hereof.
For purposes of this Agreement, "Good Reason" shall mean (i) the
Company changes the Executive's status, title or position as an officer of the
Company and such change represents a material reduction in such status, title or
position conferred hereunder, and/or (ii) the Company materially breached this
Agreement, and such change or breach is not cured by the Company within thirty
(30) days from the date the Executive delivers a Notice of Termination for Good
Reason. Such "Notice of Termination for Good Reason" shall include the specific
section of this Agreement which was relied upon and the reason that the Company
act or failure to act has given rise to his termination for Good Reason.
(c) In the event the Company terminates this Agreement for cause
or the Executive terminates this Agreement (other than for Good Reason), the
Executive's rights hereunder shall cease as of the effective date of the
termination, including, without limitation, the right to receive the Base
Salary, any Bonus Award and all other compensation or benefits provided for in
this Agreement.
(d) As a condition to his entitlement, if any, to amounts
provided for under Section 8(b), the Executive shall have executed and delivered
to the Company a release in the form attached hereto as Exhibit A (the
"Release"), as such Release may be modified by the Company from time to time in
good faith, and such Release shall have become irrevocable.
9. Disability; Death.
(a) If, prior to the expiration of the Employment Period or the
termination of this Agreement, the Executive shall be unable to perform his
duties by reason of mental or physical disability for at least one-hundred
eighty (180) consecutive days or any one-hundred eighty (180) days (whether or
not consecutive) in any three-hundred sixty (360) consecutive day period, the
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Company shall have the right to terminate this Agreement and the remainder of
the Employment Period by giving written notice to the Executive to that effect.
Immediately upon the giving of such notice, the Employment Period shall
terminate.
(b) Upon termination of this Agreement pursuant to Section 9(a),
the Executive shall be paid his Base Salary for the month in which notice is
given. In the event of a dispute as to whether the Executive is disabled within
the meaning of Section 9(a), either party may from time to time request a
medical examination of the Executive by a doctor appointed by the Chief of Staff
of a hospital selected by mutual agreement of the parties, or as the parties may
otherwise agree, and the written medical opinion of such doctor shall be
conclusive and binding upon the parties as to whether the Executive has become
disabled and the date when such disability arose. The cost of any such medical
examination shall be borne by the Company. If, prior to the expiration of the
Employment Period or the termination of this Agreement, the Executive shall die,
the Executive's estate shall be paid his Base Salary through the end of the
month in which the Executive's death has occurred, at which time the Employment
Period shall terminate without further notice and the Company shall have no
further obligations hereunder.
10. No Conflicts. The Executive represents to the Company that the
execution, delivery and performance by the Executive of this Agreement do not
conflict with or result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default under any contract, agreement
or understanding, whether oral or written, to which the Executive is a party or
of which the Executive is or should be aware.
11. Non-Competition. From and after the Commencement Date, the
Executive will not, except pursuant to the terms hereof, directly or indirectly,
own, manage, operate, join, finance control or participate in the ownership,
management, operation or control of, or be employed or be otherwise connected in
any manner with, any business under a name similar to the name of any of the
Company or any direct or indirect subsidiary thereof. Prior to the termination
of the Executive's employment hereunder and for a period after any such
termination or expiration of this Agreement equal to the greater of (i) twelve
(12) months and (ii) the balance of the then existing Employment Period (as if
this Agreement were not terminated), the Executive will not (except as an
officer, director, employee, agent or consultant of the Company) directly or
indirectly, own, manage, operate, join, or have a financial interest in, control
or participate in the ownership, management, operation or control of, or be
employed as an employee, agent or consultant, or in any other individual or
representative capacity whatsoever, or use or permit his name to be used in
connection with, or be otherwise connected in any manner with (i) any business
or enterprise
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engaged (wherever located) in the design, development, manufacture,
distribution or sale of any products, or the provision of any services, which
the Company or its direct or indirect subsidiaries were designing, developing,
manufacturing, distributing, selling or providing at any time up to an including
the date of termination of this Agreement or (ii) any business which is similar
to or competitive with the business carried on or planned by the Company or its
direct or indirect subsidiaries at any time during the period of the Executive's
employment by the Company, whether during or prior to the Employment Period,
unless the Executive shall have obtained the prior written consent of the Board
of Directors, provided that the foregoing restriction shall not be construed to
prohibit the ownership by the Executive of not more than two percent (2%) of any
class of securities of any corporation which is engaged in any of the foregoing
businesses, having a class of securities registered pursuant to the Securities
Exchange Act of 1934, which securities are publicly owned and regularly traded
on any national exchange or in the over-the-counter market, provided further,
that such ownership represents a passive investment and that neither the
Executive nor any group of persons including the Executive in any way, either
directly or indirectly, manages or exercises control of any such corporation,
guarantees any of its financial obligations, otherwise takes part in its
business other than exercising his rights as a shareholder, or seeks to do any
of the foregoing.
12. Non-Solicitation. Prior to the termination of the Executive's
employment hereunder and for a period after any such termination or expiration
of this Agreement equal to the greater of (i) twelve (12) months and (ii) the
balance of the then existing Employment Period (as if this Agreement were not
terminated), the Executive agrees, directly or indirectly, whether for his own
account or for the account of any other individual or entity, not to solicit or
canvas the trade, business or patronage of, or sell any products or services
which are the same as or similar to those designed, developed, manufactured,
distributed or sold by the Company or its direct or indirect subsidiaries to,
any individuals or entities that were either customers of the Company or any of
its direct or indirect subsidiaries during the time the Executive was employed
by the Company, whether during or prior to the Employment Period, or prospective
customers with respect to whom a sales effort, presentation or proposal was made
by the Company or any of its direct or indirect subsidiaries during the twelve
months preceding the date of termination or expiration, as the case may be. The
Executive further agrees that prior to the termination of the Executive's
employment hereunder and for a period of two years thereafter, he shall not,
directly or indirectly, (i) solicit, induce, enter into any agreement with, or
attempt to influence any individual who was an employee or consultant of the
Company or any of its direct or indirect subsidiaries at any time
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during the time the Executive was employed by the Company, whether during or
prior to the Employment Period, to terminate his or her employment relationship
with the Company or any of its direct or indirect subsidiaries or to become
employed by the Executive or any individual or entity by which Executive is
employed or (ii) interfere in any other way with the employment, or other
relationship, of any employee or consultant of the Company or any of its
direct or indirect subsidiaries.
13. Enforcement. (a) The Executive agrees that the remedies at law
for any breach or threat of breach by him of any of the provisions of Sections
5, 6, 7, 11 and 12 hereof will be inadequate, and that, in addition to any other
remedy to which the Company may be entitled at law or in equity, the Company
shall be entitled to a temporary or permanent injunction or injunctions or
temporary restraining order or orders to prevent breaches of the provisions of
Sections 5, 6, 7, 11 and 12 hereof and to enforce specifically the terms and
provisions thereof, in each case without the need to post any security or bond.
Nothing herein contained shall be construed as prohibiting the Company from
pursuing, in addition, any other remedies available to the Company for such
breach or threatened breach. A waiver by the Company of any breach of any
provision hereof shall not operate or be construed as a waiver of a breach of
any other provision of this Agreement or of any subsequent breach by the
Executive.
(b) It is expressly understood and agreed that although the
Company and the Executive consider the restrictions contained in Sections 5, 6,
7, 11 and 12 hereof to be reasonable for the purpose of preserving the goodwill,
proprietary rights and going concern value of the Company, if a final judicial
determination is made by a court having jurisdiction that the time or territory
or any other restriction contained in such Sections 5, 6, 7, 11 and 12 is an
unenforceable restriction on the Executive's activities, the provisions of such
Sections 5, 6, 7, 11 and 12 shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such other extent
as such court may judicially determine or indicate to be reasonable.
Alternatively, if the court referred to above finds that any restriction
contained in Sections 5, 6, 7, 11 or 12 or any remedy provided herein is
unenforceable, and such restriction or remedy cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained therein or the availability of any other remedy.
The provisions of Sections 5, 6, 7, 11 and 12 shall in no respect limit or
otherwise affect the Executive's obligations under other agreements with the
Company.
14. Assignment. The rights and obligations of the parties under this
Agreement shall not be assignable by either the Company or the Executive,
provided that this Agreement is assignable by the Company to any affiliate of
the Company, to any
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successor in interest to any business of the Company, or to a purchaser of all
or substantially all of the assets of any business of the Company.
15. Notices. Any notice required or permitted under this Agreement
shall be deemed to have been effectively made or given if in writing and
personally delivered, mailed properly addressed in a sealed envelope, postage
prepaid by certified or registered mail, delivered by a reputable overnight
delivery service or sent by facsimile. Unless otherwise changed by notice,
notice shall be properly addressed to the Executive if addressed to:
Xxxxx Xxxxxx
000 Xxxx Xxxxxx Xxx
Xxxxxxxxxx Xxxx, XX 00000
with a copy to:
Benesch, Friedlander, Xxxxxx & Aronoff
0000 XX Xxxxxxx Xxxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxxxx Xxxxx, Esq.
and properly addressed to the Company if addressed to:
ASG Holdings, Inc.
000 Xxx Xxxxxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxx Xxxxxxx
with a copy to:
Xxxxxx Xxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx, Esq.
16. Severability. Wherever there is any conflict between any
provision of this Agreement and any statute, law, regulation or judicial
precedent, the latter shall prevail, but in such event the provisions of this
Agreement thus affected shall be curtailed and limited only to the extent
necessary to bring them within the requirements of the law. In the event that
any provision of this Agreement shall be held by a court of proper jurisdiction
to be indefinite, invalid, void or voidable or otherwise unenforceable, the
balance of the Agreement shall continue in full force and effect unless such
construction would
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clearly be contrary to the intentions of the parties or would result in an
unconscionable injustice.
17. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
18. Effect of Termination. Notwithstanding anything to the contrary
contained herein, if this Agreement or the Executive's employment is validly
terminated pursuant to Section 8 or Section 9 or expires by its terms, the
provisions of Sections 5, 6, 7, 11, 12, 13, and 16 shall continue in full force
and effect.
19. Disputes. Any claim or controversy arising out of or
relating to this Agreement, or any breach thereof, or otherwise arising out of
or relating to the Executive's employment, compensation and benefits with the
Company or the termination thereof, shall be settled by arbitration in Detroit,
Michigan in accordance with the rules established by the American Arbitration
Association, provided, however, that the parties agree that (i) the arbitrator
shall be prohibited from disregarding, adding to or modifying the terms of this
Agreement; (ii) the arbitrator shall be required to follow established
principles of substantive law and the law governing burdens of proof; (iii) only
legally protected rights may be enforced in arbitration; (iv) the arbitrator
shall be without authority to award punitive or exemplary damages; (v) the
arbitrator shall be an attorney licensed to practice law in Michigan who has
experience in similar matters; and (vi) any demand for arbitration made by the
Executive must be filed and served, if at all, within 180 days of the occurrence
of the act or omission complained of. Any claim or controversy not submitted to
arbitration in accordance with this Section 19 shall be considered waived and,
thereafter, no arbitration panel or tribunal or court shall have the power to
rule or make any award on any such claim or controversy. The award rendered in
any arbitration proceeding held under this Section 19 shall be final and
binding, and judgment upon the award may be entered in any court having
jurisdiction thereof, provided that the judgment conforms to established
principles of law and is supported by substantial record evidence.
20. Miscellaneous; Choice of Law. This Agreement constitutes the
entire agreement, and supersedes all prior agreements, of the parties hereto
relating to the subject matter hereof, and there are no written or oral terms or
representations made by either party other than those contained herein. This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of Michigan, without giving effect
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to any choice of law or conflict of law provision or rule (whether of the State
of Michigan or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Michigan.
IN WITNESS WHEREOF, the parties have executed this Employment
Agreement as of the day and year first above written.
ASG HOLDINGS INC.
----------------------------------------
By: Xxxxxxxxx X. Xxxxxxx
Its: President
----------------------------------------
Xxxxx Xxxxxx
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EXHIBIT A
Form of Release
I, ______________________, hereby release and discharge
________________ (the "Company"); its present and former subsidiaries and
affiliates; the Company's, any such subsidiaries' and any such affiliates'
present and former partners, officers, directors, stockholders, employees,
representatives and agents; and the successors and assigns of each of the
foregoing persons and entities (collectively, the "Released Persons"), from any
and all actions, causes of action, suits, debts, dues, sums of money, including
without limitation any compensation owed or potentially owed, any accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions,
claims, and demands whatsoever (including, without limitation, under the Age
Discrimination in Employment Act, 29 U.S.C. Section 621 et seq. ("ADEA"), or the
Employee Retirement Income Security Act, 29 U.S.C. Section 1001 et seq.), known
or unknown, fixed, conditional or contingent, in law or in equity, which I and
my respective heirs, executors, administrators, legal representatives,
successors and assigns ever had, now have or hereafter can, shall or may have
against the Released Persons, individually or collectively, derivatively or
otherwise, for, upon or by reason of any matter, cause or thing whatsoever from
the beginning of time to the date hereof.
The Company has advised me to consult with an attorney of my choosing
prior to executing this Release regarding this Release and I hereby represent to
the Company that I have in fact consulted with such an attorney prior to the
execution of this Release with respect hereto. I acknowledge that I shall have
up to twenty-one days prior to the execution of this Release to consider the
waiver of my rights under ADEA pursuant to this Release, provided that once I
have executed this Release, I shall have seven days from the date of execution
to revoke my consent to the release of my rights under ADEA. If no such
revocation occurs, my release of rights under ADEA pursuant to this Release
shall become effective seven days from the date I execute this Release. I
acknowledge that any revocation of consent pursuant to this Release must be in
writing and must be hand-delivered or telecopied to ___________________________,
counsel to the Company, at ________________________________________________,
facsimile number ________, within such seven-day period.
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IN WITNESS WHEREOF, the undersigned has executed this Release as of
_______ of ______________.
____________________________
[Name]
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