SEPARATION AGREEMENT
Exhibit
10.24
SEPARATION
AGREEMENT
THIS
SEPARATION AGREEMENT (this “Agreement”) is made as of June 1, 2007, by
and between Burlington Coat Factory Warehouse Corporation, a Delaware
corporation (the “Company”), and Xxxxxxxxx Xxxxxxxx
(“Executive”).
WHEREAS,
the Company and executive have previously entered into an Employment Agreement
dated as of June 26, 2006 (the “Employment Agreement”); and
WHEREAS,
the Company and the Executive desire to terminate Executive’s employment on the
terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. Unless
otherwise specifically defined herein, all defined terms shall have the meanings
set forth in the Employment Agreement:
2. Separation
Terms, Continuation of Responsibilities, Employment Termination
Date.
(a) Executive’s
employment with the Company and her positions as Executive Vice President and
Chief Merchandising Officer of the Company will cease effective June 29, 2007.;
provided, however, the Company shall have the right, exercisable by the Company
in its sole discretion, to delay the effectiveness thereof for a period up
to
sixty (60) days (the day that the Company determines to be the effective date
of
termination being hereinafter called the “Effective Date”).
(b) Prior
to
the Effective Date, Executive will continue as an employee of the Company and
continue to receive Base Salary and other benefits pursuant to the Employment
Agreement, except as otherwise modified by this
Agreement.
(c) Prior
to
the effective Date, executive will continue to render her normal services to
the
Company and such other duties and responsibilities consistent with Executive’s
former position with the Company as may be reasonably requested by the
Company.
3. Separation
Benefits.
(a) Notwithstanding
anything in the Employment Agreement to the contrary, Executive will be entitled
to receive the bonus compensation provided in Section 3(b) of the Employment
Agreement for the period ending on the first anniversary of the Commencement
Date, together with the payments and benefits described in Clauses (1), (4)
and
(5) of Section 4(b)(i) of the Employment Agreement. Executive shall
not be entitled to any payment of any pro rata portion of Executive’s target
bonus during the Termination Year under Section 3(b) or under Clauses (2) and
(3) of Section 4(b)(i) of the Employment Agreement; provided, however, Executive
will be entitled to receive the bonus payable pursuant to Section 3(b) for
the
period ending on the first anniversary of the Commencement Date to the extent
not
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(b) previously
paid by the Company plus the payments described in Clauses (1), (4) and (5)
of
Section 4(b)(i) of the Employment Agreement. In addition, Executive
shall be entitled to elect to purchase continuation of health benefits under
the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”) to the extent then
legally permissible and upon the same terms and conditions as made available
to
other “qualified beneficiaries” (as defined under COBRA) no later than the
earlier of the expiration of the severance period during which Executive’s
benefits are continue pursuant to Section 4(b)(i)(5) of the Employment Agreement
or eighteen months after the Effective Date.
(c) The
Company and the Executive may issue a joint statement regarding Executive’s
separation from employment, and such statement shall be in a form mutually
acceptable to both parties. Executive and the Company agree that they
will not make or publish, or cause to be made or published, any statement,
observation or opinion (whether written or oral) that is, or may reasonably
be
considered to be disparaging or negative about the other party. This
provision shall not limit or restrict a party’s duty to respond truthfully to
any lawfully served subpoena or governmental inquiry.
(d) On
or
before the Effective date, Executive shall make arrangements for the return
to
the Company of the automobile provided by the Company for Executive’s use during
the Employment Period.
(e) Executive
agrees that: (i) Executive shall be entitled to the payments and
services provided for herein, if and only if Executive has executed and
delivered the Release attached as Exhibit A and seven (7) days have
elapsed since such execution without any revocation thereof by Executive and
Executive has not breached as of the Effective Date the provisions of Sections
5, 6 and 7 of the Employment Agreement and does not breach such sections or
such
covenants at any time during the period for which such payments or services
are
to be made; and (ii) the Company’s obligation to make such payments and services
will terminate upon the occurrence of any such breach during such
period.
(f) Except
as
stated above, and except for the bonus pursuant to Section 3(b) of the
Employment Agreement which shall be paid to Executive on the June 29, 2007
payroll date, any payments pursuant to Clauses (1), (4) and (5) of Section
4(b)(i)of the Employment Agreement shall be paid by the Company in regular
installments in accordance with the Company’s general payroll practices, and
following such payments the Company shall have no further obligation to
Executive except as provided by law. All amounts payable to Executive
as compensation hereunder shall be subject to all customary withholding, payroll
and other taxes. The Company shall be entitled to deduct or withhold
from any amounts payable to Executive any federal, state, local or foreign
withholding taxes, excise tax, or employment taxes imposed with respect to
Executive’s compensation or other payments or Executive’s ownership interest in
the Company (including, without limitation, wages, bonuses, dividends, the
receipt or exercise of equity options and/or the receipt or vesting of
restricted equity).
(g) Executive
hereby agrees that except as expressly provided herein, no severance
compensation of any kind, nature or amount shall be payable to Executive and
except as expressly provided herein, Executive hereby irrevocably waives any
claim for severance compensation.
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(h) Except
as
provided herein, all of Executive’s rights pursuant to Sections 3(b), 3(e),
3(f), 3(g) and 3(h) of the Employment Agreement shall cease upon the
Effective Date.
4. Executive’s
Representations. Executive represents that she has not filed any
charge, claim, or complaint against the Company or any Releasees
(defined below), and she further covenants and represents that no such charge,
claim or complaint will be filed against any of the Releasees with respect
to
any matter released under Section 6 of this Agreement. Nothing
contained herein shall prohibit the parties to this Agreement from (a) bringing
any action to enforce the terms of this Agreement; (b) filing a timely charge
or
complaint with the Equal Employment Opportunity Commission (“EEOC”) regarding
the validity of this Agreement, 9c) filing a timely charge or complaint with
the
EEOC or participating in any investigation or proceeding conducted by the EEOC
or any governmental agency (although Executive agrees that pursuant to section
6
below, she has waived any right to personal recovery or personal injunctive
relief in connection with any such charge or complaint) or (d) participating
or
testifying in any action if compelled to do so by judicial subpoena, court
order, or otherwise as directed by state or federal law.
5. Survival. Section
3(i) and Sections 4 (except as modified hereby) through 20, inclusive, of the
Employment Agreement shall survive and continue in full force in accordance
with
their terms notwithstanding the termination of the Employment
Period.
6. General
Release. In consideration of and in return for the particular
payments and benefits required to be provided to Executive pursuant to Section
3
of this Agreement, which is acknowledged to be in addition to any payments
or
benefits which she would otherwise receive and the sufficiency of which is
hereby acknowledged, Executive, on behalf of herself and her respective heirs,
executors, administrators, successors and assigns, hereby releases and forever
discharges the Company and Xxxx Capital Partners, L.P., and each of their
respective parents, subsidiaries, affiliated companies, predecessors and
successors, and each of their respective past and present officers, directors,
employees affiliates, agents, attorneys, insurers, benefit committees, trustees,
fiduciaries, plans, trusts, and their respective heirs, executors,
administrators, successors and assigns (the “Releasees”), from any and all
actions, causes of action, demands, suits and claims, in law or in equity,
whether known or unknown which he ever had, now has, or could have, including
any and all claims arising out of or relating in any way to the Employment
Agreement, Executive’s employment with the Company and the termination of that
employment. The claims released hereby include, but are not limited
to:
(a) all
statutory claims including claims arising under the New jersey Law Against
Discrimination, the New jersey Conscientious Employee Protection Act, the new
Jersey Civil Rights Act, the new jersey Wage and Hour Laws, Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination
in Employment Act, the American with Disabilities Act, the family Medical leave
Act, the New Jersey Family Leave Act, the Fair Labor Standards Act, the Sarbanes
Oxley Act, the Rehabilitation Act and the Employee Retirement Income Security
Act;
(b) all
claims arising under the United States or New Jersey Constitutions;
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(c) all
claims arising under any Executive order or derived from or based upon any
federal regulations;
(d) all
common law claims including claims for wrongful discharge, public policy claims,
retaliation claims, claims of breach of an express or implied contract
(including, without limitation, claims arising in connection with the Employment
Agreement and any amendments or supplements thereto), claims for breach of
an
implied covenant of good faith and fair dealing, intentional or negligent
infliction of emotional distress, defamation, conspiracy, loss of consortium,
tortuous interference with contract or prospective advantage and
negligence;
(e) other
than as provided in Section 3 above, all claims for any compensation for back
wages, front pay, bonuses or awards, severance, fringe benefits, stock options,
restricted stock units, deferred compensation, profit sharing, pay in lieu
of
notice of termination of employment, reinstatement, retroactive seniority,
pension benefits or any form of economic loss;
(f) all
claims for personal injury, including physical injury, mental anguish, emotional
distress, pain and suffering, embarrassment, humiliation, damage to name or
reputation, liquidated damages and punitive damages; and
(g) all
claims for costs and attorneys’ fees on behalf of any attorneys who may
represent Executive.
7. Notices. Any
notice provided for in this Agreement shall be in writing and shall be either
personally delivered, sent by reputable overnight courier service with
confirmation of delivery, sent by facsimile (with evidence of transmission)
or
mailed by first class mail, return receipt requested, to the recipient at the
address below indicated:
To
Executive:
Xxxxxxxxx
Xxxxxxxx
0
Xxxxxxxx Xxxxx Xxxxx
Xxxxxxxx,
Xxx Xxxxxx 00000]
Facsimile
No.: (___)
___-_____
with
a
copy (which shall not constitute notice) to:
Xxxxxxx
X. Xxxxxx, Shareholder
Xxxxxxx,
Xxxxxxxxx P.C.
Eight
Penn Center, 15th Floor
0000
Xxxx
X. Xxxxxxx Xxxxxxxxx
Xxxxxxxxxxxx,
XX 00000
Facsimile
No.:
000-000-0000
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To
the
Company:
0000
Xxxxx 000
Xxxxxxxxxx,
Xxx Xxxxxx 00000
Attention:
General Counsel
Facsimile
No.: (000) 000-0000
or
such
other address or to the attention of such other person as the recipient party
shall have specified by prior written notice to the sending
party. Any notice under this Agreement shall be deemed to have been
given when personally delivered, one (1) business day following delivery to
the
overnight courier service, if given by facsimile, when such facsimile is
transmitted to the applicable fax number specified above and the appropriate
facsimile confirmation is received, or if so mailed, on receipt.
8. Complete
Agreement. This Agreement and those other documents expressly
referred to herein embody the complete agreement and understanding among the
parties hereto and supersede and preempt any prior understandings, agreements
or
representations by or among the parties hereto, written or oral, which may
have
related to the subject matter hereof in any way.
9. Counterparts. This
Agreement may be executed in separate counterparts, each of which is deemed
to
be an original and all of which taken together constitute one and the same
agreement.
10. Successors
and Assigns. This Agreement is intended to bind and inure to the
benefit of and be enforceable by Executive, the Company and their respective
heirs, successors and assigns; provided, that the services provided by
Executive under this Agreement are of a personal nature and rights and
obligations of Executive under this Agreement shall not be
assignable.
11. Choice
of Law. All issues and questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed
by,
and construed in accordance with, the laws of the State of New York, without
giving effect to any choice of law or conflict of law rules or provisions
(whether of the State of New York or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New
York. In furtherance of the foregoing, the internal law of the State
of New York shall control the interpretation and construction of this Agreement,
even though under that jurisdiction’s choice of law or conflict of law analysis,
the substantive law of some other jurisdiction would ordinarily
apply.
12. Consent
to Jurisdiction. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY AND
STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN FOR THE PURPOSES OF ANY SUIT,
ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE
PARTIES
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13. HERETO
FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY
U.S.
REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH IN SECTION 7 SHALL
BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT
TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION 12. EACH OF THE PARTIES HERETO IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION,
SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE STATE OR FEDERAL COURTS
LOCATED IN THE CITY AND STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN AND HEREBY
AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
14. Waiver
of Jury Trial. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR
EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT AFTER HAVING THE
OPPORTUNITY TO CONSULT WITH COUNSEL, EACH PARTY HERETO EXPRESSLY WAIVES THE
RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING
IN
ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.
15. Amendment
and Waiver. The provisions of this Agreement may be amended or
waived only with the prior written consent of the Company (as approved by the
Board) and Executive, and no course of conduct or course of dealing or failure
or delay by any party hereto in enforcing or exercising any of the provisions
of
this Agreement (including, without limitation, the Company’s right to terminate
the Employment Period for Cause) shall affect the validity, binding effect
or
enforceability of this Agreement or be deemed to be an implied waiver of any
provision of this Agreement.
16. No
Other Consideration. Executive acknowledges that the only
consideration she has received for executing this Agreement is set forth
herein. No other promise, inducement, threat, agreement or
understanding of any kind or description has been made to her or anyone else
to
cause her to enter into this Agreement.
17. Executive’s
Right to Consult Attorney. Executive is advised to consult with
an attorney before signing this Agreement. Executive represents that
she has carefully read and fully understands all the provisions of this
Agreement, that she has had an opportunity to review and discuss it with an
attorney of her choosing if she wished to do so, and that she is voluntarily
executing this Agreement without duress or
coercion. EXECUTIVE HEREBY ACKNOWLEDGES, AGREES AND
REPRESENTS THAT EXECUTIVE HAS CONSULTED WITH INDEPENDENT LEGAL COUNSEL REGARDING
EXECUTIVE’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE TERMS OF THE
RELEASE SET FORTH IN SECTION 6 ABOVE TOGETHER WITH THE RELEASE ATTACHED AS
EXHIBIT A AND THAT EXECUTIVE FULLY
UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED HEREIN AND
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18. THEREIN. Executive
is advised that she is permitted a period of twenty-one days to review and
consider this Agreement before signing it. She understands that she
is free to use as much of the twenty-one day period as she wishes or considers
necessary before signing this Agreement. Executive further is advised
that she may revoke her signature within seven days of signing by delivering
written notice of revocation marked “Personal and Confidential” to the General
Counsel of the Company at the address set forth in Section 7
above. It is understood that the benefits of this Agreement will not
become effective until seven days has passed from the date of execution of
this
Agreement by the Executive at which time she will no longer be able to revoke
her signature and this Agreement will be binding and effective.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first written above.
By: /s/:
Xxxx X. Xxxxx
Name:
Title:
/s/:
Xxxxxxxxx
Xxxxxxxx
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EXECUTIVE: XXXXXXXXX
XXXXXXXX
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Exhibit
A
GENERAL
RELEASE
I, Xxxxxxxxx
Xxxxxxxx, in consideration of and subject to the performance by Burlington
Coat
Factory Warehouse Corporation, a Delaware corporation (together with its
subsidiaries, the “Company”), of its obligations with respect to the
payment of severance pursuant to Section 3 of the Severance Agreement
dated June 1, 2007, (the “Agreement”) and this General
Release (the “General Release”), do hereby release and forever discharge
as of the date hereof the Company, its subsidiaries and affiliates and all
present and former directors, officers, agents, representatives, employees,
successors and assigns of the Companies and their subsidiaries and affiliates
and the Company’s direct and indirect owners (collectively, the “Released
Parties”) to the extent provided below.
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1.
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I
understand that any payments paid to me under Section 3 of the Agreement
represent consideration for signing this General Release and are
not
salary or wages to which I was already entitled. I understand and
agree
that I will not receive the payments specified in Section 3 of the
Agreement unless I execute this General Release and do not revoke
this
General Release within the time period permitted hereafter or breach
this
General Release or Sections 5, 6 or 7 of the Employment Agreement
between
the Company and me dated as of June 26, 2006 (the “Employment
Agreement”). Such payments will not be considered compensation
for purposes of any employee benefit plan, program, policy or arrangement
maintained or hereafter established by the Company or its
affiliates. I also acknowledge and represent that I have
received all salary, wages and bonuses that I am entitled to receive
(as
of the date hereof) by virtue of any employment by the
Company.
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2.
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Except
as provided in paragraphs 4, 12 and 13 below and except for the provisions
of the Agreement and the provisions of the Employment Agreement which
expressly survive the termination of my employment with the Company,
I
knowingly and voluntarily (for myself, my heirs, executors, administrators
and assigns) release and forever discharge the Company and the other
Released Parties from any and all claims, suits, controversies, actions,
causes of action, cross-claims, counter-claims, demands, debts,
compensatory damages, liquidated damages, punitive or exemplary damages,
other damages, claims for costs and attorneys’ fees, or liabilities of any
nature whatsoever in law and in equity, both past and present (through
the
date this General Release becomes effective and enforceable) and
whether
known or unknown, suspected, or claimed against the Company or any
of the
Released Parties which I, my spouse, or any of my heirs, executors,
administrators or assigns, may have, which arise out of or are connected
with my employment with, or my separation or termination from, the
Company
(including, but not limited to, any allegation, claim or violation,
arising under: Title VII of the Civil Rights Act of 1964, as amended;
the
Civil Rights Act of 1991; the Age Discrimination in Employment Act
of
1967, as amended (including the Older Workers Benefit Protection
Act); the
Equal Pay Act of 1963, as amended; the Americans with Disabilities
Act of
1990; the Family and Medical Leave Act of 1993; the Worker Adjustment
Retraining and Notification Act; any applicable Executive Order Programs;
the Fair Labor Standards Act; or their state or local counterparts;
or
under any other federal, state or local civil or human rights law,
or
under any other local, state, or federal law, regulation or ordinance;
or
under any public policy, contract or tort, or
under
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3.
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common
law; or arising under any policies, practices or procedures of the
Company; or any claim for wrongful discharge, breach of contract,
infliction of emotional distress, defamation; or any claim for costs,
fees, or other expenses, including attorneys’ fees incurred in these
matters) (all of the foregoing collectively referred to herein as
the
“Claims”).
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4.
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I
represent that I have made no assignment or transfer of any right,
claim,
demand, cause of action, or other matter covered by paragraph 2
above.
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5.
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I
agree that this General Release does not waive or release any rights
or
claims that I may have under the Age Discrimination in Employment
Act of
1967 which arise after the date I execute this General Release. I
acknowledge and agree that my engagement and employment by, and separation
from employment with the Company in compliance with the terms of
the
Agreement shall not serve as the basis for any claim or action (including,
without limitation, any claim under the Age Discrimination in Employment
Act of 1967).
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6.
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In
signing this General Release, I acknowledge and intend that it shall
be
effective as a bar to each and every one of the Claims hereinabove
mentioned or implied. I expressly consent that this General Release
shall
be given full force and effect according to each and all of its express
terms and provisions, including those relating to unknown and unsuspected
Claims (notwithstanding any state statute that expressly limits the
effectiveness of a general release of unknown, unsuspected and
unanticipated Claims), if any, as well as those relating to any other
Claims hereinabove mentioned or implied. I acknowledge and agree
that this
waiver is an essential and material term of this General Release
and that
without such waiver the Company would not have agreed to make any
payments
pursuant to the terms of Section 3 of the Agreement. I further
agree that in the event I should bring a Claim seeking damages against
the
Company or any other Released Party, or in the event I should seek
to
recover against the Company or any other Released Party in any Claim
brought by a governmental agency on my behalf, this General Release
shall
serve as a complete defense to such Claims. I further agree that
I am not
aware of any pending charge or complaint of the type described in
paragraph 2 as of the execution of this General
Release.
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7.
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I
agree that neither this General Release, nor the furnishing of the
consideration for this General Release, shall be deemed or construed
at
any time to be an admission by the Company, any Released Party or
myself
of any improper or unlawful
conduct.
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8.
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I
agree that I will forfeit all amounts payable by the Company pursuant
to
Section 3 of the Agreement if I challenge the validity of this General
Release. I also agree that if I violate this General Release by
suing the Company or the other Released Parties, I will return all
severance payments received by me pursuant to Section 3 of the
Agreement.
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9.
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I
agree that this General Release is confidential and agree not to
disclose
any information regarding the terms of this General Release, except
to my
immediate family and any tax, legal or other advisor I have consulted
regarding the meaning or effect hereof or as required by law, and
I will
instruct each of the foregoing not to disclose the same to
anyone.
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10.
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Any
non-disclosure provision in this General Release does not prohibit
or
restrict me (or my attorney) from responding to any inquiry about
this
General Release or its underlying
facts
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11.
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and
circumstances by the Securities and Exchange Commission (SEC), the
National Association of Securities Dealers, Inc. (NASD), any other
self-regulatory organization or governmental
entity.
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12.
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I
agree that, as of the date hereof, I have returned to the Company
any and
all property, tangible or intangible, relating to its business, which
I
possessed or had control over at any time (including, but not limited
to,
company-provided credit cards, building or office access cards, keys,
computer equipment, manuals, files, documents, records, software,
customer
data base and other data) and that I shall not retain any copies,
compilations, extracts, excerpts, summaries or other notes of any
such
manuals, files, documents, records, software, customer data base
or other
data other than such documents as are generally or publicly known;
provided, that such documents are not known as a result of my
breach or actions in violation of the Agreement or this General
Release.
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13.
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Notwithstanding
anything in this General Release to the contrary, this General Release
shall not relinquish, diminish, or in any way affect any rights or
claims
arising out of any breach by the Company or by any Released Party
of the
Agreement after the date hereof or any other rights or claims I may
have
against the Company or any Released Party arising after the date
hereof.
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14.
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Whenever
possible, each provision of this General Release shall be interpreted
in
such manner as to be effective and valid under applicable law, but
if any
provision of this General Release is held to be invalid, illegal
or
unenforceable in any respect under any applicable law or rule in
any
jurisdiction, such invalidity, illegality or unenforceability shall
not
affect any other provision or any other jurisdiction, but this General
Release shall be reformed, construed and enforced in such jurisdiction
as
if such invalid, illegal or unenforceable provision had never been
contained herein.
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15.
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BY
SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:
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(i)
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I
HAVE READ IT CAREFULLY;
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(ii)
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I
UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT
RIGHTS,
INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION
IN
EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS
ACT OF
1964, AS AMENDED; THE EQUAL PAY ACT OF 1963 AND THE AMERICANS WITH
DISABILITIES ACT OF 1990;
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(iii)
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I
VOLUNTARILY CONSENT TO EVERYTHING IN
IT;
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(iv)
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I
HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT
AND I
HAVE DONE SO OR, AFTER CAREFUL
READING
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(v)
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AND
CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN
VOLITION;
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(vi)
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I
HAVE HAD AT LEAST 21 DAYS (OR 45 DAYS, AS REQUIRED BY LAW) FROM THE
DATE
OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON
May 30,
2007 TO CONSIDER IT AND THE CHANGES MADE SINCE THE May 30, 2007 VERSION
OF
THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY
(OR
45-DAY, AS APPLICABLE) PERIOD;
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(vii)
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ANY
CHANGES TO THE AGREEMENT SINCE May 30, 2007 EITHER ARE
NOT MATERIAL OR WERE MADE AT MY
REQUEST.
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(viii)
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I
UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE
TO
REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE
UNTIL THE REVOCATION PERIOD HAS EXPIRED WITHOUT NOTICE OF ANY SUCH
REVOCATION HAVING BEEN RECEIVED BY THE
COMPANY;
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(ix)
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I
HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH
THE
ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT;
AND
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(x)
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I
AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED,
WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED
BY
AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY
ME.
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DATE:
______________________
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