EMPLOYMENT AGREEMENT
Exhibit
99.5
This
Employment Agreement (“Agreement”) is made as of December 5, 2005, by and
between Xxxxx
Xxxxx
("Employee”) and Genius Products, Inc., a Delaware corporation (“Employer”),
located at 000 Xxxxx Xxxxx Xx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxxxx
00000.
INTRODUCTION:
Employer
would like to engage the services of Employee for Employee’s skills as
Executive
Vice President of Sales
and
related services as requested by Employer on a full-time basis, and Employee
would like to be so engaged;
Employer
and Employee have agreed on terms for such services and compensation;
and
Employer
and Employee wish to enter into a formal written agreement to document the
employment relationship in order to set forth (a) Employee’s services and
compensation, (b) the terms of Employee’s employment, including the "at-will"
nature of the relationship, (c) Employer’s exclusive ownership of all
proprietary information relating to Employer, (d) certain confidentiality
matters, and (e) the manner in which proprietary information produced or
acquired by Employee during such relationship shall be handled and made the
sole
property of Employer;
THEREFORE,
in consideration of the foregoing, and in exchange for the promises set forth
below, Employee and Employer agree as follows:
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1.
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Services;
Title.
Employee shall be employed as Executive
Vice President of Sales
(the “Title”) starting on January 2, 2006, and provide such services as
Employer shall reasonably request to be performed (the "Services")
on a
full-time basis and shall devote substantially all of Employee's
work
efforts to the business and operations of Employer. The position
of
Executive Vice President of Sales shall report directly to the
Chief
Executive Officer and be headquartered in New York, NY. Employee's
Title
shall be subject to change by Company at any time.
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2.
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Compensation,
Benefits and Reviews.
Subject to all the other terms of this Agreement, in connection
with
Employee's performance of the Services, Employer
shall:
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(a)
Pay
Employee's salary by check twice per month in equal installments in accordance
with Employer's regular salary payment schedule, which shall be paid at the
rate
(before deductions for advances and deductions made at Employee's request,
if
any, and for deductions required by federal, state and local law) of
$17,500
per
month commencing on the first day of employment which shall be January
2, 2006.
(b)
Pay
Employee a guaranteed bonus of 25% of Employee’s base salary set forth in
Paragraph 2(a) above, payable quarterly. By way of example, at the current
base
salary of $17,500 per month, Employer will pay Employee a guaranteed bonus
of
$13,125 every three months. In addition, at the sole discretion of Employer,
Employer may pay Employee a year-end performance bonus in the form of cash
or
shares of Genius Products, Inc. Common Stock of up to 50% of base salary.
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(c)
Recommend to the Board of Directors that Employee be granted 225,000
stock
options to vest as follows: 75,000 upon date of grant; 75,000 at the first
anniversary of the grant date; and 75,000 at the second anniversary of the
grant
date. The initial grant of stock options will be granted on the date of grant
or
Employee’s first day of employment, whichever comes later. The stock options’
exercise price will be priced at the closing share price on the date of grant
or
Employee’s first day of employment, whichever comes later, and will be subject
to Employee signing Employer’s form stock option agreement, in substantially the
form attached hereto as Exhibit
A.
While
Employer has every belief these stock options will be approved, Employee
acknowledges that this offer of stock options is contingent on Employer’s Board
of Directors’ approval. The Options shall be governed by the stock option plan,
as it may be amended from time to time. The stock option plan currently in
effect is attached as Exhibit
B.
(d)
Grant
Employee the option to participate in all of the benefit plans offered by
Employer to its Senior Executives generally, on the same terms and conditions,
including without limitation, insurance plans, 401(k) and other savings plans,
short and long term disability insurance, Section 125 (cafeteria) and similar
pre-tax expense plans, holidays, sick leave, etc., which may be amended from
time to time in Employer’s discretion. Employee understands that Employer has
only a Blue Cross PPO health plan and no other benefit plan as of the date
of
this Agreement.
(e)
Grant
Employee health insurance for Employee and Employee’s dependents, and such other
benefits as Employer shall determine to provide to any of its employees from
time to time
(f)
Reimburse Employee for all reasonable travel, meals, lodging, communications,
entertainment and other business expenses incurred by Employee in connection
with Employee’s performance under this Agreement.
(g)
Reimburse Employee for reasonable telephone, facsimile, and Internet service
charges
incurred at Employee's home office based in New Jersey in connection with the
Employee's performance under this agreement
(h)
Grant
Employee three
(3)
weeks'
vacation with pay for each twelve-month period, taken at times agreed with
Employer. Unused vacation shall accrue to a maximum of two times the annual
accrual (for example a maximum accrual of six (6) weeks if employee earns three
(3) weeks vacation per year.)
(i)
Pay
Employee an automobile allowance, which shall be paid at the rate (before
deductions for advances and deductions made at Employee's request, if any,
and
for deductions required by federal, state and local law) of $800
per
month commencing on the first day of employment
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3.
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Term
and Termination.
The term of this Agreement may be terminated “at will” by Employer or
Employee at any time and for any reason or for no reason. In the
event
Employee shall be terminated by Employer without “Cause,” Employer shall
provide Employee with the compensation required by clauses (a) of
Paragraph 2 of this Agreement as of the termination date for a
twelve
(12)
month period (the “Severance Period”) following the date of such
termination (“Severance”) plus all accrued but unpaid salary and vacation
time to the date of termination. For purposes of this Agreement "without
Cause" shall include, but not be limited to, a relocation of the
Employee's work location in excess of 50 miles without mutual consent.
Notwithstanding anything herein to the contrary, employee agrees
that as
Executive Vice President of Sales, Employee will be required to travel
extensively, including frequent visits to Employer’s other offices.
Employee’s eligibility for severance is conditioned on Employee having
first signed a release agreement in the form attached as Exhibit
D and
a termination certificate as provided in paragraph 4. Upon termination
of
Employee's employment with Employer for Cause, Employer shall be
under no
further obligation to Employee for salary or other compensation except
to
pay all accrued but unpaid salary and accrued vacation time to the
date of
termination. For purposes of this Agreement, “Cause” shall mean (i)
conviction of a felony, or a misdemeanor where imprisonment is imposed,
or
(ii) Employee’s entering into any arrangement with or providing of any
services to any company, business or person that produces or markets
videograms (including DVD’s, videocassettes, video disks, UMD’s, or any
other similar devise), children’s or infant’s video or music or any other
product or service that directly competes with Employer or any of
its
affiliates and successors, iii) Gross negligence or willful misconduct,
iv) a material breach of this Agreement, (v) a violation of Employer’s
policies and procedures, as amended from time to time, and specifically
a
violation of Employer’s sexual harassment and/or anti-discrimination
policies, or a violation of Employer’s trade secrets policy, or use or
disclosure of Employer’s trade secrets for personal gain. If Employee
shall die during the term of this Agreement, or shall become unable
to
perform the functions for which Employee was hired for more than
120 days,
no Severance shall be owed.
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4.
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Termination
Certificate.
Upon the termination of Employee's engagement under this Agreement
for any
reason whatsoever, Employee agrees to sign, date and deliver to Employer
a
"Termination Certificate" in the form of Exhibit
C,
and to deliver and take all other action necessary to transfer promptly
to
Employer all records, materials, equipment, drawings, documents and
data
of any nature pertaining to any invention, trade secret or confidential
information of Employer or to Employee's engagement, and Employee
will not
take with Employee any documents containing or pertaining to any
confidential information, knowledge or data of Employer that Employee
may
produce or obtain during the course of Employee's engagement under
this
Agreement. This Paragraph 4 shall survive indefinitely any termination
of
this Agreement or Employee's
employment.
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5.
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Nondisclosure.
Employee agrees to keep confidential and not to disclose or make
any use
of (except for the benefit of Employer), at any time, either during
or
after Employee’s engagement under this Agreement, any trade secrets,
confidential information, knowledge, data or other information of
Employer
relating to products, processes, know-how, designs, formulas, test
data,
customer lists, business plans, marketing plans and strategies, pricing
strategies or other subject matters pertaining to any business or
future
business of Employer or any of its clients, customers, Employees,
licensees or affiliates, which Employee may produce, obtain or otherwise
acquire or become aware of during the course of Employee’s engagement
under this Agreement. Employee further agrees not to deliver, reproduce
or
in any way allow any such trade secrets, confidential information,
knowledge, data or other information, or any documentation relating
thereto, to be delivered or used by any third party without specific
direction or consent of a duly authorized officer of Employer. This
Paragraph 5 shall survive indefinitely any termination of this Agreement
or Employee's employment.
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6.
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Work
for Hire; Ownership of Intellectual Property.
Employee understands and agrees that all of Employee’s work and the
results there arising out of or in connection with the work performed
for
Employer, whether made solely by Employee or jointly with others,
during
the period of Employee's employment by Employer, that relate in any
manner
to the actual or anticipated business, work, activities, research
or
development of Employer or its affiliates, or that result from or
are
suggested by any task assigned to Employee or any activity performed
by
Employee on behalf of Employer, shall be the sole property of the
Employer, and, to the extent necessary to ensure that all such property
shall belong solely to the Employer, Employee by Employee’s execution of
this Agreement transfers to the Employer any and all right and interest
Employee may possess in such intellectual property and other assets
created in connection with Employee’s employment by Employer, and that may
be acquired by Employee during the term of this Agreement from any
source
that relates, directly or indirectly, to Employer's business and
future
business. Employee also agrees to take any and all actions requested
by
Employer to preserve Employer's rights with respect to any of the
foregoing. This Paragraph 6 shall survive indefinitely any termination
of
this Agreement or Employee's
employment.
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7.
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No
Partnership; Not Assignable by Employee.
This Agreement is between Employee and Employer, as at-will employer,
and
shall not form or be deemed to form a partnership or joint venture.
Employer’s rights, benefits, duties and obligations under this Agreement
shall inure to its successors and assigns. Employee's rights, obligations
and duties under this Agreement are personal to Employee and may
not be
assigned.
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8.
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Trade
Secrets of Others:
Employee represents that Employee’s performance of all the terms of this
Agreement and as the Employer’s Employee does not, and will not breach any
agreement to keep in confidence any proprietary information, knowledge
or
data acquired by Employee in confidence or in trust before Employee’s
engagement under this Agreement, and Employee will not disclose to
Employer or induce Employer to use any confidential or proprietary
information or material belonging to any other person or entity.
Employee
agrees not to enter into any agreement, either written or oral, in
conflict with this Paragraph 8.
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9.
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Employee's
Representations and Warranties.
Employee
represents, promises, understands and agrees that: (i) Employee is
free to
enter into this Agreement; (ii) Employee is not obligated or a party
to
any engagement, commitment or agreement with any person or entity
that
will, does, or could conflict with or interfere with Employee's full
and
faithful performance of this Agreement, nor
does Employee have any commitment, engagement or agreement of any
kind
requiring Employee to render services or preventing or restricting
Employee from rendering services or respecting the disposition of
any
rights or assets that Employee has or may hereafter acquire or create
in
connection with his/her employment with Employer; (iii)
other than as required by law, or specifically allowed by law, Employee
shall not at any time divulge, directly or indirectly, any of the
terms of
this Agreement to any person or entity other than Employee’s spouse or
legal counsel or financial advisor; (iv) Employee shall not use any
material or content of any kind in connection with Employer's products,
software or website that is copyrighted or owned or licensed by a
party
other than Employer or that would or could infringe the rights of
any
other party; (v) Employee shall not use in the course of Employee’s
performance under this Agreement, and shall not disclose to Employer,
any
confidential information belonging, in part or in whole, to any third
party; (vi)
EMPLOYEE UNDERSTANDS ALL OF THE TERMS OF THIS “AT WILL” EMPLOYMENT
AGREEMENT, AND HAS REVIEWED THIS AGREEMENT IN DETAIL BEFORE AGREEING
TO
EACH AND ALL OF THE PROVISIONS; was allowed adequate opportunity
to seek
legal counsel before signing this Agreement; and (vii) no
statement, representation, promise, or inducement has been made to
Employee, in connection with the terms of this Agreement, except
as
expressly set forth in this
Agreement.
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10.
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Governing
Law; Arbitration.
This Agreement shall be subject to and construed in accordance with
the
laws of the State of California, and without giving effect to conflicts
of
laws principles. In the event of any dispute in connection with the
Services or this Agreement that cannot be resolved privately between
the
parties, resolution shall be through binding arbitration conducted
in the
County of San Diego, California. Any arbitration shall be conducted
in
accordance with the provisions of the California Code of Civil Procedure,
Part 3, Title 9 (commencing with Section 1280). The parties may obtain
discovery in aid of the arbitration in accordance with California
Code of
Civil Procedure Section 1283.05. Nothing contained in this paragraph
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shall limit either party’s right to seek temporary restraining orders or
injunctive or other equitable relief in the Superior Court of California
in connection with this Agreement. EMPLOYEE
UNDERSTANDS THAT BY AGREEING TO ARBITRATION IN THE EVENT OF A DISPUTE
BETWEEN EMPLOYER AND EMPLOYEE, EMPLOYEE AND EMPLOYER BOTH EXPRESSLY
WAIVE
THEIR RIGHT TO REQUEST A TRIAL BY JURY IN A COURT OF
LAW.
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11.
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Entire
Agreement; Modification; Waiver; Construction Generally.
This Agreement constitutes the entire agreement between Employer
and
Employee relating to Employee’s employment with Employer, and supersedes
all previous agreements, whether oral or written. No provision of
this
Agreement shall be construed strictly against any party, including,
without limitation, the drafter. Neither this Agreement nor any provision
may be amended, waived or modified in any way other than by a writing
executed by the party against whom such amendment, waiver or modification
would be enforced. No failure to exercise, and no delay in exercising
with
respect to any right shall operate as a waiver. A waiver by any party
of a
breach of any provision shall not be deemed a waiver of any later
breach.
The exercise of any right or remedy by either party (or by its successor),
whether pursuant to this Agreement, to any other agreement, or to
law,
shall not preclude or waive its right to exercise any or all other
rights
and remedies. The headings or titles of the several paragraphs of
this
Agreement are inserted solely for convenience and shall not be used
in the
construction of any provision of this Agreement. Words in the singular
shall include the plural, and vice versa. All references to the masculine
or feminine shall mean all genders.
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Each
of
the parties has set forth Employee’s, Employer’s or its signature as of the date
first set forth above.
EMPLOYER:
Genius
Products, Inc., a Delaware corporation
By:
/s/
Xxxxxx Xxxxxxxxxx
Print
Name: Xxxxxx Xxxxxxxxxx
Its:
(title) President
EMPLOYEE:
By:
/s/
Xxxxx Xxxxx
Print
Name: Xxxxx Xxxxx
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EXHIBIT
C
TERMINATION
CERTIFICATE
This
is
to certify that undersigned does not have in the undersigned’s possession, nor
has undersigned failed to return, any customer information, records, files,
programs, documents, data, specifications, drawings, blueprints, reproductions,
sketches, notes, reports, proposals, or copies of them, or other documents
or
materials, equipment, or other property or asset belonging to Genius Products,
Inc. (“Employer”), its successors and assigns.
Undersigned
further certify that undersigned has fully complied with and will continue
to
comply with all the terms of the Employment Agreement dated as of January
2, 2006
between
Employer and the undersigned (the “Agreement").
Undersigned
further agree that, in compliance with the Agreement, undersigned will preserve
as confidential all any trade secrets, confidential information, knowledge,
data
or other information of Employer relating to products, processes, know-how,
designs, formulas, test data, customer lists, business plans, marketing plans
and strategies, pricing strategies or other subject matters pertaining to any
business of Employer or any of its clients, customers, Employees, licensees
or
affiliates, that Employee produced, obtained or otherwise acquired or became
aware of during the course of Employee’s engagement under the
Agreement.
EMPLOYEE:
_______________________________
Xxxxx
Xxxxx
Date:
__________________________
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EXHIBIT
A
[Form
Stock Option Agreement]
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EXHIBIT
B
[Stock
Option Plan]
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EXHIBIT
D
SEVERANCE
AGREEMENT
AND
GENERAL RELEASE OF ALL CLAIMS
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This
Severance Agreement and General Release of All Claims (“Agreement”) is entered
into between ____________________ (“Employee”) and Genius Products, Inc. and all
related holding, parent or subsidiary entities and their affiliates, directors,
officers, representatives, agents, principals, partners and employees,
stockholders, predecessors and successors and/or assigns, insurers, and
attorneys (all collectively referred to as “Genius” or “Employer”).
1.
Termination
of Employment.
Employee’s employment with Employer is terminated effective ___________ (“ the
termination date”).
2.
Severance.
In
consideration of and in return for the promises contained in this Agreement,
and
as full and final compensation to Employee for all services as an
employee:
a.
Employee shall receive from Employer, with appropriate deductions and
withholdings, _____________________ (weeks or months) pay as severance
as
provided for in Employee’s employment contract with Genius
Products,
payable
commencing on the termination date, in accordance with Genius Products regular
payroll practices, in addition to all accrued and unused wages and vacation
pay
through the termination date;
b.
Employee will continue on Employer’s medical plan up to and including Employee’s
termination date. Employee shall have the right to continue his/her medical
and
dental insurance, at Employee’s sole expense, pursuant to the provisions of the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") provided,
however, that Employee timely elects COBRA continuation. The COBRA period shall
be deemed to have commenced on the termination date;
c.
Employee acknowledges and agrees that the severance provided for in this
Agreement is due under his/her employment contract only if she signs this
Agreement; and
e.
Employer warrants and Employee acknowledges that the agreements described under
this Paragraph 2 constitute full payment of any and all claims of every nature
and kind arising out of or relating in any way to Employee’s employment by
Employer or the termination thereof, benefits owed, or any other claims as
outlined below.
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3.
Release.
In
consideration of the above described payment, and for other good and valuable
consideration, Employee agrees employment with Employer has terminated as of
the
termination date, and that Employee has received full payment of all wages,
vacation accrued but not used, and any and all other sums due as a result of
such employment by Employer. In further consideration of and in return for
the
promises and covenants undertaken herein, Employee does hereby unconditionally,
irrevocably and absolutely release and discharge Employer and all related
holding, parent or subsidiary entities and their affiliates, directors,
officers, representatives, agents, principals, partners and employees,
stockholders, predecessors and successors and/or assigns, insurers, and
attorneys from any and all liability, claims, demands, causes of action, or
suits of any type, whether in law and/or in equity, known or unknown, related
directly or indirectly or in any way connected with any transaction, affairs
or
occurrences between them to date, including, but not limited to, Employee’s
employment with Employer and the termination of said Employment. This Agreement
shall include but not be limited to a release of claims arising under any state
or federal statute or common law regulating or affecting employment, including
Title VII of the Civil Rights Act of 1964, the Americans with Disabilities
Act,
the Equal Pay Act, Age Discrimination in Employment Act, the Fair Labor
Standards Act, federal and state wage and hour laws including, without
limitation, the California Labor Code, California Government Code Sections
12940
et seq., any applicable California Industrial Wage Orders, all as amended,
all
claims for breach of contract, employment discrimination, sexual harassment,
wages, severance, overtime compensation, vacation, torts, fraud, and/or claims
any other local, state or federal law, rule, or regulation relating to or
affecting Employee’s employment by Employer, except any claim for unemployment
insurance or worker’s compensation.
4.
Claims.
In
further consideration of the above described payments and benefits, and for
other good and valuable consideration, Employee irrevocably and absolutely
agrees that he/she will not prosecute nor allow to be prosecuted on his/her
behalf in any administrative agency, whether federal or state, or in any court,
whether federal or state, any claim or demand of any type related to the matters
released above. It is the intention of the parties that, with the execution
of
this Agreement, Employer and all related holding, parent or subsidiary entities
and their affiliates, directors, officers, representatives, agents, principals,
partners and employees, stockholders, predecessors and successors and/or
assigns, insurers, and attorneys will be absolutely, unconditionally and forever
discharged of and from all obligations to or on behalf of Employee related
in
any way to the matters released. Employee represents that he/she has not filed
any complaint, charges or lawsuits against Employer and all related holding,
parent or subsidiary corporations (including their affiliates, officers,
directors, and employees) with any governmental agency or any
court.
5.
Unknown
Claims.
Employee understands and agrees that this Agreement extends to all claims of
every nature, known or unknown, suspected or unsuspected, past or present,
and
that any and all rights granted to Employee under Section 1542 of the California
Civil Code or any analogous federal law or regulation are hereby expressly
waived. Section 1542 provides:
“A
general release does not extend to claims which the creditor does not know
of or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the
debtor.”
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Employee
certifies that he/she has read this release, the quoted Civil Code section
and
that he/she fully understands this release.
6.
Binding
Effect.
This
Agreement and all promises and agreements set forth in this Agreement shall
be
binding upon and shall inure to the benefit of the respective parties, their
legal successors, heirs, assigns, partners, representatives, agents, attorneys,
officers, directors and shareholders.
7.
Entire
Agreement.
Employee further declares and represents that no promise or representation
not
contained in this Agreement has been made to him/her and acknowledges and
represents that this Agreement contains the entire understanding between the
parties and contains all terms and conditions pertaining to the compromise
and
settlement of the subjects referenced in this Agreement. However, any
Proprietary or Trade Secrets agreement or any agreement regarding ownership
of
intellectual property by Genius Products entered into previously shall remain
in
full force and effect. Employee further acknowledges that the terms of this
Agreement are contractual and not a mere recital
8.
Confidentiality.
Employee acknowledges and agrees that the confidential nature of this Agreement
is a material inducement for Employer to enter into this Agreement. Employee
agrees that the fact of, and the terms and conditions of this Agreement, and
any
and all actions by the parties to this Agreement, are confidential and shall
not
be disclosed, discussed or revealed by Employee to any other person or entity
except spouse, significant other, parent, attorney, financial advisor, or as
required by law. Employee further agrees he/she will not make any statement
or
take any action, directly or indirectly, that xxxxx, or could harm, Employer’s
business interests, reputation, or good will. EMPLOYEE SPECIFICALLY AGREES
NOT
TO DISCLOSE THE TERMS OF THIS AGREEMENT TO OTHER CURRENT OR FORMER EMPLOYEES
OF
EMPLOYER.
9.
Confidential
Information and Trade Secrets.
Employee acknowledges that all confidential materials, records and documents
concerning Employer that have come into Employee’s possession during his/her
employment with Employer have been returned to Employer. Employee agrees not
to
disclose to any person or entity, including any competitor of Employer and
any
future employer, any of Employer’s trade secrets or other confidential
information. Employee acknowledges all Employer’s property obtained during the
course of her employment with Employer has been returned to Employer. To the
extent Employee has entered into any Proprietary or Trade Secrets agreement
or
any agreement regarding ownership of intellectual property by Genius Products,
if such Agreements provide greater protection to Genius Products than this
Agreement, such other Agreements shall take precedence over this
Agreement.
10.
Interpretation
and Severability.
The
validity, interpretation, and performance of this Agreement shall be construed
and interpreted according to the laws of the State of California. This Agreement
shall not be interpreted for or against either party hereto on the ground that
such party drafted or caused this Agreement to be drafted. If any provision
of
this Agreement, or part thereof, is held invalid, void or voidable as against
public policy or otherwise, the invalidity shall not affect other provisions,
or
parts thereof, which may be given effect without the invalid provision or part.
To this extent, the provisions, and parts thereof, of this Agreement are
declared to be severable.
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11.
Arbitration
of Disputes.
Any
dispute arising out of this Agreement or Employee’s employment or termination
shall be resolved by binding arbitration in San Diego, California, and the
findings of the arbitrator shall be final and binding upon the
parties.
12.
Attorneys’
Fees.
In any
dispute involving this Agreement, the prevailing party shall be entitled to
attorneys’ fees and costs.
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13.
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IF
EMPLOYEE IS UNDER THE AGE OF 40, A SIGNATURE ON THIS RELEASE WILL
BE
IMMEDIATELY EFFECTIVE. IF
EMPLOYEE IS OVER THE AGE OF 40, THE FOLLOWING PROVISIONS
APPLY:
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Age
Discrimination in Employment Act Release.
A.
Employee acknowledges Employer hereby has advised Employee in writing to discuss
this Agreement with an attorney before executing it and that Employer has
provided Employee at least twenty-one (21) days within which to review and
consider this Agreement before signing it.
B.
The
Parties acknowledge and agree that Employee may revoke this Agreement for up
to
seven (7) calendar days following the execution of this Agreement, and that
it
shall not become effective or enforceable until the revocation period has
expired. The Parties further acknowledge and agree that such a revocation must
be in writing, addressed to Xxxxxx X. Xxxxxx, Esq., Xxxx, Xxxxxx & Xxxxxxxx,
LLP, 000 Xxxx “X” Xxxxxx, Xxxxx 0000, Xxx Xxxxx, XX 00000, and received not
later than 5:00 p.m. on the seventh (7th) day following execution of this
Agreement by Employee. If Employee revokes this Agreement, it shall not be
effective or enforceable and Employee will not receive the monies and benefits
described above.
C.
If
Employee does not revoke this Agreement in the time frame specified in this
section 20, the Agreement shall become effective at 12:01 a.m. on the eighth
(8th) day after it is signed by Employee.
I
have
read the foregoing Severance Agreement and General Agreement of All Claims
and I
accept and agree to the provisions contained in this Agreement and execute
it
voluntarily and with full understanding of its consequences.
PLEASE
READ CAREFULLY, THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.
Dated:
________________, 2005 _____________________________
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