EMPLOYMENT AGREEMENT
This Agreement effective April 1, 1999, is entered into by and between
R. Xxxxxxx Xxxx (the "Executive") and PanAmSat Corporation ("PanAmSat").
The Parties agree as follows:
A. EMPLOYMENT AND TERMS
Subject to the terms and conditions hereof, effective April 1, 1999,
the Executive shall be employed by PanAmSat, in the position of Chief Executive
Officer ("CEO"). The Executive's office shall be located at PanAmSat
headquarters in Greenwich, Connecticut, and he shall receive the following
salary and shall be eligible for the following employment benefits:
1. SALARY: The Executive's base salary shall be $19,230.77 bi-weekly,
which is equivalent to $500,000 annually.
2. INCENTIVE PAY: The Executive shall be eligible to participate in
PanAmSat's Annual Incentive Plan ("AIP"). Said Plan may be amended from time to
time and any such amendments shall be applicable to the Executive. The
Executive's bonus target for calendar years 1999 and 2000 will each be at least
$500,000. However, the actual bonus amount, if any, payable to the Executive for
calendar years 1999 and 2000 shall be based upon PanAmSat's performance as
determined by pre-established corporate financial performance measures and goals
determined by the Compensation Committee of the Board of Directors and the
Executive's individual performance.
3. STOCK OPTIONS: The Executive shall be eligible to participate in
PanAmSat's Long-Term Stock Incentive Plan (Nonqualified stock option program).
In addition, a grant to the Executive of 70,000 options has been made effective
December 4, 1998 at a strike price of $35.38 per share. An additional grant of
130,000 options shall be made effective April 9, 1999, at a strike price of
$31.125. The combination of these two grants covers the employment period of
1999 and 2000.
4. RELOCATION BENEFITS: The Executive shall be entitled to relocation
benefits pursuant to the provisions of the PanAmSat policies on Executive
Relocation Benefits, Standard New Hire Relocation Allowance, and Relocation
Expense Agreement, with the following modifications:
a. The time limit for relocation as set forth in the policy on
Executive Relocation Benefits (at page 1 thereof) has been waived.
b. The time period during which temporary living expenses are
allowed as set forth in the policy on Executive Relocation
Benefits (at page 1 thereof) shall be through March 31, 2000. In
addition, recognizing that monies received as reimbursement for
temporary living expenses are taxable as personal income, PanAmSat
will gross-up the amount paid to Executive for temporary living
expenses to cover the resulting tax liability.
5. OTHER BENEFITS: The Executive shall be entitled to participate in
the PanAmSat Corporation Retirement Savings Plan and the Retention and Deferred
Compensation Plan (the "RDC") and shall be entitled to coverage under the group
medical, vision, dental, basic life and business travel accident insurance plans
provided by PanAmSat on the same basis as other executive employees of PanAmSat.
The Executive will be entitled to a car allowance of at least $600 bi-weekly.
Said Plans may be amended for time to time and any such amendments shall be
applicable to the Executive.
6. TERM: The term of employment under this Agreement shall be for a
period of two (2) years commencing on April 1, 1999 through March 31, 2001; and
thereafter may be extended by PanAmSat in one year terms, by providing written
notification to Executive, twelve (12) calendar months prior to the expiration
date of each employment term, of its desire to extend the Agreement.
B. TERMINATION OF EMPLOYMENT
1. NOTICE: The Executive's employment under this Agreement may be
terminated by either the Executive or PanAmSat at any time upon 30 days written
notice to the other of such termination ("Termination Notice").
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The Termination Notice shall state the effective date of such termination and
whether such termination is for "Cause" or "Good Reason" as defined in Sections
F1 and F2. Unless the Termination Notice states that the termination is for
Cause or Good Reason with reasonable particularity, the termination shall be
deemed to be without Cause or Good Reason. The Executive's employment shall
automatically terminate upon his death.
2. TERMINATION BY PANAMSAT FOR CAUSE: The Executive's employment under
this Agreement may be terminated at any time for "Cause" as defined in Section
F1 of this Agreement. In the event of termination for Cause, the Executive shall
have no right to receive (other than as required by
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law or by the terms of a Plan) any compensation, benefits or severance pay under
this Agreement for any period of time after such termination, but shall be
entitled to amounts accrued or earned prior thereto, including but not limited
to earned but unpaid salary and bonus, accrued vacation and unreimbursed
expenses ("Accrued Obligations").
3. TERMINATION BY PANAMSAT WITHOUT CAUSE: The Executive's employment
under this Agreement may be terminated at any time by PanAmSat without Cause;
provided, however, in such case, the Executive shall be entitled to receive
Severance Pay and Benefits as set forth below in Section C of this Agreement and
Accrued Obligations. However, in the event that Executive is terminated without
Cause, PanAmSat's obligation to pay the cost for medical, vision and dental
coverage shall end the earlier of 1) the date on which Executive secures
alternative employment or 2) for a period of twenty-four (24) consecutive months
following the effective date of his termination.
4. TERMINATION BY THE EXECUTIVE FOR GOOD REASON: The Executive's
employment under this Agreement may be terminated by the Executive at any time
for "Good Reason" as defined in Section F2 of this Agreement. In the event of
termination for Good Reason, the Executive shall be entitled to receive
Severance Pay and Benefits as set for the below in Section C of this Agreement
and Accrued Obligations.
5. TERMINATION BY THE EXECUTIVE WITHOUT GOOD REASON: The Executive's
employment under this Agreement may be terminated at any time by the Executive
without Good Reason as defined in Section F2 of this Agreement. In the event of
termination without Good Reason, the Executive shall have no right to receive
(other than as required by law or by the terms of a Plan) any compensation,
benefits or severance pay under this Agreement for any period of time after such
termination but shall be entitled to Accrued Obligations.
X. XXXXXXXXX PAY AND BENEFITS
1. In the event PanAmSat elects to involuntarily terminate the
Executive's employment "without Cause" or the Executive terminates his
employment for "Good Reason" as defined in Section F2 of this Agreement, the
Executive shall receive:
x. Xxxxxxxxx pay in an amount equal to 1) two (2) times the
Executive's annual base salary in effect at the time of
termination and 2) two (2) times the higher of the actual bonus
amount paid to the Executive under the Annual Incentive Plan for
the bonus year immediately preceding his termination date, or the
Executive's targeted annual bonus under said Plan for the year in
which the Executive's termination is effective. This severance pay
amount, less all legally required withholding or deduction, shall
be paid to the Executive within thirty (30) calendar days of his
effective date of termination. Such amount shall be paid without
offset for any amounts Executive may earn from other employment
and shall not be subject to offset or counterclaim.
b. Pursuant to the provisions of the Consolidated Omnibus
Reconciliation Act of 1985 ("COBRA"), or otherwise, upon
termination the Executive shall be entitled to participate in
PanAmSat's then existing group medical, vision, dental, and basic
life insurance plans. The cost of the Executive's (and his
dependents) participation in said Plans for a period of
twenty-four (24) consecutive months following the effective date
of his termination shall be borne by PanAmSat.
c. In the event PanAmSat elects to involuntarily terminate
Executive's employment "without Cause" or Executive terminates his
employment for "Good Reason" during the initial two (2) year
employment period (April 1, 1999 through March 31, 2001), all
stock options shall become immediately vested and
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exercisable, and all stock options will terminate not later than
the fifth anniversary of the date of termination of employment,
or, if earlier, the expiration date of the option. In the event
that Executive's employment is extended beyond two (2) years,
there shall be no acceleration of vesting for any future stock
options Executive may receive and any vested stock options shall
terminate not later than the first anniversary of the date of
termination of employment, or if earlier, the expiration date of
the option.
d. In the event PanAmSat elects to involuntarily terminate the
Executive's employment "without Cause" or the Executive terminates
his employment for "Good Reason" or Executive's termination is the
result of death or disability, Executive shall be entitled to a
pro-rata AIP bonus for the fiscal year of termination (paid when
AIP bonuses are paid for the fiscal year) and shall be fully
vested in any outstanding stock options and in all amounts under
the RDC.
2. If during the term of this Agreement, there is a "Change in Control"
as hereinafter defined and under the new controlling ownership Executive
terminates his employment for "Good Reason," Executive shall receive severance
pay as set forth in Section C 1a above.
3. The Executive shall not be entitled to receipt of severance pay of
any kind by reason of any Plan or program of PanAmSat in addition to that
provided hereunder.
4. As a condition precedent to receipt of any severance pay or benefits
provided hereunder, the Executive shall execute a written waiver and release
included in this document as Attachment A.
D. COVENANT NOT TO COMPETE AND NON-SOLICITATION
The Executive represents, warrants and agrees that he will not, during
the term of his employment, and for a period of two (2) years following the
termination of his employment, without the specific written consent of PanAmSat,
directly or indirectly engage in, have any interest in any person, firm or
corporation that directly or indirectly competes with the business of PanAmSat
in, 1)
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the sale or lease of, or the provision of satellite services via, transponder
capacity on satellites operating in geostationary earth orbit; or 2) the
provision of telemetry, tracking and control services for such satellites and
for other satellites operating in geostationary earth orbit provided the
foregoing shall not prevent the Executive from owning less than a two percent
(2%) interest in a public entity, from being employed by such a competing entity
at a non-competing portion of the entity or the related entities (and owning
stock in the competing entity as a result of a compensation plan) or being
employed by any investment, commercial or merchant banking organization. In
addition, the Executive warrants and agrees that for a period of two (2) years
from the date of his employment separation from PanAmSat, he will not directly
or indirectly solicit, identify for solicitation, or aid in the solicitation of
any key employee or group of key employees of PanAmSat to accept employment with
any competitor of PanAmSat. The determination of who constitutes a "key"
employee shall be based on the employee's level, duties, and responsibilities
and impact on PanAmSat's ability to perform if the employee leaves.
E. ARBITRATION
The Executive and PanAmSat agree that all claims and disputes arising
out of or related to this Agreement, or any other claim or dispute that the
Executive may have against PanAmSat including, but not limited to, claims
arising out of or related to his employment by PanAmSat or the termination
thereof, shall be resolved by confidential final and binding arbitration before
a single arbitrator administered by the American Arbitration Association ("AAA")
under its Commercial Arbitration Rules in effect on the date the Executive
executes this Agreement. Any such arbitration must be commenced within the
applicable statute of limitations period governing the claim or dispute. At
least sixty (60) days prior to filing it with AAA, the party seeking arbitration
shall, by hand delivery or certified mail, return receipt requested, provide the
other party the written notice of intention to arbitration under the AAA rules
(hereinafter "Arbitration Notice"). The Parties agree to attempt to select a
mutually acceptable arbitrator, within thirty (30) days of service of the
Arbitration Notice, the arbitrator shall be selected in accordance with the
aforementioned rules of the AAA for non-expedited
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procedures. The Parties shall be entitled to all relief and remedies in an
arbitration as would be available to them in a court of law as well as the award
of attorneys' fees and costs. Except, however, that the award of attorneys' fees
and cost shall only be available to PanAmSat if there is a finding that
Executive's claim was frivolous. The arbitrator shall issue a written opinion
explaining the reasons for the award. In the event of a conflict between this
Agreement and the aforementioned AAA rules, the provisions of this Agreement
shall apply. Either the Executive or PanAmSat may bring an action according and
subject to the Federal Arbitration Act in any court of competent jurisdiction in
the State of Connecticut to modify or correct an arbitration award. Any
arbitration shall be held and any award shall be made in the State of
Connecticut.
F. DEFINITIONS
1. CAUSE: The term "Cause" as used herein is defined as any i)
conviction of, or plea of nolo contendere to, a felony; ii) use of illegal
drugs; iii) disability; or iv) willful and intentional misconduct, willful
neglect or gross negligence, in the performance of duties, which has caused a
demonstrable and serious injury to PanAmSat, monetary or otherwise. For purposes
of this Agreement, the Executive will be deemed to have a "disability" if, for
physical or mental reasons, the Executive is unable to perform the essential
functions of his duties under this Agreement, with or without accommodations,
for 180 consecutive days. The disability of Executive will be determined by a
medical doctor selected by written agreement of PanAmSat and the Executive upon
the written request of one party by notice to the other. The determination of
the medical doctor will be binding on both parties. The Executive must submit to
a reasonable number of examinations by the medical doctor making the
determination of disability and the Executive hereby authorizes the disclosure
and release to PanAmSat of such determination. In addition, in the event that
PanAmSat elects not to extend Executive's employment as set forth in Section A 6
herein and, Executive completes his employment obligations for the 12 months
following the non-renewal of employment, his termination shall constitute
termination "without Cause."
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2. GOOD REASON: The term "Good Reason" as used herein is defined as any
reduction in the amount of the Executive's base salary or aggregate incentive
compensation opportunities; any material reduction in the aggregate value of the
Executive's benefits, unless it is pursuant to a general change in benefits
applicable to all executive employees; a material reduction in the Executive's
then duties and responsibilities; a diminution in Executive's then title or a
transfer, without the Executive's consent, of the Executive's principal place of
employment to a location more than fifty (50) miles from the Executive's current
office or current home. Notwithstanding the above, the occurrence of any event
described in this paragraph will not constitute "good reason" unless the
Executive gives PanAmSat written notice, within sixty (60) calendar days after
the Executive knew or should have known of the occurrence of the event, that
such event constitutes "good reason" and PanAmSat thereafter fails to cure the
event within thirty (30) calendar days after receipt of such notice, provided
such right to cure shall not exist in the case of events duplicative of those
previously cured.
3. CHANGE IN CONTROL: The term "Change in Control," as used herein, is
defined as the acquisition of fifty percent (50%) or more ownership of PanAmSat
by any individual, group of individuals or Company.
H. EXCISE TAXES
a. Anything in this Agreement to the contrary notwithstanding and
except as set forth below, if it is determined that any payment or distribution
by PanAmSat, or any other party, to or for the benefit of Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise) (a "Payment") would be subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code ("Code"), or any interest or
penalties which are incurred by Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then Executive shall be entitled
to receive an additional payment (a "Gross-Up
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Payment") in an amount such that after payment by Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments. Notwithstanding the foregoing, provisions of this
paragraph "a", if it is determined that Executive is entitled to a Gross-Up
Payment, but that Executive, after taking into account the Payments and the
Gross-Up Payment, would not receive a net after-tax benefit of at least
$50,000.00 (taking into account both income taxes and any Excise Tax) as
compared to the after-tax proceeds to Executive resulting from the elimination
of the Gross-Up Payment and a reduction of the payments, in the aggregate, to an
amount (the "Reduced Amount") such that the receipt of Payments would not give
rise to any Excise Tax then no Gross-Up Payment shall be made to Executive and
the Payments, in the aggregate, shall be reduced to the Reduced Amount.
b. Subject to the provisions of paragraph "a", all determinations
required to be made under this Section H, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by a nationally
recognized certified public accounting firm selected by PanAmSat (the
"Accounting Firm") which shall be retained to provide detailed supporting
calculations both to PanAmSat and Executive with 15 business days of the receipt
of notice from Executive that there has been a Payment, or such earlier time as
is required by PanAmSat. All fees and expenses of the Accounting Firm shall be
borne solely by PanAmSat. Any Gross-Up Payment, as determined pursuant to this
Section H, shall be paid by PanAmSat to Executive within 5 days of the receipt
of the Accounting Firm's determination. Any determination by the Accounting Firm
shall be binding upon PanAmSat and Executive. As a result of the uncertainty in
the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by PanAmSat should have been made
("Underpayment"), consistent with the calculations required to be made
hereunder. If PanAmSat exhausts its remedies pursuant to paragraph "c" below,
and Executive thereafter is required to make a payment of any Excise Tax, as
well as penalties and interest, the Accounting Firm shall determine the amount
of the Underpayment, as well as penalties and interest, that has occurred and
any such Underpayment shall be promptly paid by PanAmSat to or for the benefit
of Executive.
c. Executive shall notify PanAmSat in writing of any claim by the
Internal Revenue Service that, if
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successful, would require the payment by PanAmSat of the Gross-Up Payment. Such
notification shall be given as soon as practicable but not later than 10
business days after Executive is informed in writing of such claim and shall
apprise PanAmSat of the nature of such claim and the date on which such claim is
requested to be paid or appealed. Executive shall not pay such claim prior to
the expiration of the 30-day period following the date on which it gives such
notice to PanAmSat (or such shorter period ending on the date that any payment
of taxes with respect to such claim is due.) If PanAmSat notifies Executive in
writing prior to the expiration of such period that it desires to contest such
claim, Executive shall:
(a) Give PanAmSat any information reasonably required by PanAmSat
relating to such claim;
(b) take such action in connection with contesting such claims as
PanAmSat shall reasonably request in writing from time to time,
including without limitation, accepting legal representation with
respect to such claim by an attorney reasonably selected by
PanAmSat;
(c) cooperate with PanAmSat in good faith in order to effectively
contest such claim; and
(d) permit PanAmSat to participate in any proceedings relating to
such claim; provided, however, that PanAmSat shall bear and pay
directly all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall
indemnify and hold Executive harmless, on an after-tax basis, for
any Excise Tax or income tax (including interest and penalties
with respect thereto) imposed as a result of such representation
and payment of costs and expenses. Without limitation on the
foregoing provisions of this paragraph "c", PanAmSat shall control
all proceedings taken in connection with such contest and, at its
sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option,
either direct Executive to pay the tax claimed and xxx for a
refund or to contest the claim in any permissible manner, and
Executive agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial
jurisdiction and in one or more
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appellate courts, as PanAmSat shall determine; provided, however,
that if PanAmSat directs Executive to pay such claim and xxx for a
refund, PanAmSat shall advance the amount of such payment to
Executive, on an interest-free basis, and shall indemnify and hold
Executive harmless, on an after-tax basis, from any Excise Tax or
income tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and further provided
that any extension of the statute of limitations relating to
payment of taxes for the taxable year of Executive with respect to
which such contested amount is claimed to be due is limited to
such contested amount. Furthermore, PanAmSat's control of the
contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder, and Executive shall
be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing
authority.
d. If, after the receipt by Executive of an amount advanced by PanAmSat
pursuant to paragraph "c" above, Executive becomes entitled to receive
any refund with respect to such claim, Executive shall (subject to
PanAmSat's complying with the requirements of paragraph "c" above)
promptly pay to PanAmSat the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If
after the receipt by Executive of any amount advanced by PanAmSat
pursuant to paragraph "c" above, a determination is made that Executive
shall not be entitled to any refund with respect to such claim and
PanAmSat does not notify Executive in writing of its intent to contest
such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to
the extent thereof, the amount of Gross-Up Payment required to be paid.
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I. GENERAL PROVISIONS
1. NOTICES: Any notice, request, demand or other communication required
or permitted by this Agreement shall be deemed to be properly given when
personally served in writing or three (3) days after being deposited in the
United States mail, registered or certified, postage prepaid, addressed to the
party at the last address supplied to the sending party by the addressed party.
2. WAIVER: The waiver by any party of a breach of any provision of this
Agreement by the other shall not operate or be construed as a waiver of any
subsequent breach of the same provision or any other provisions of this
Agreement.
3. ENTIRE AGREEMENT: This Agreement contains the entire agreement of
the Parties. It supersedes any and all other agreements, either oral or in
writing, between the Parties hereto with respect to the employment of the
Executive by PanAmSat. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, oral or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement or promise not contained
in this Agreement shall be valid and binding.
4. AMENDMENTS: No amendments or additions to this Agreement nor
Agreement termination shall be binding unless in writing and signed by both
Parties, except as herein otherwise provided.
5. SEVERABILITY: The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
effect the validity and enforceability of the other provisions herein.
6. CHOICE OF LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut, without giving effect to
the principles of conflicts of laws.
7. INDEMNIFICATION: PanAmSat hereby agrees that both during and after
Executive's employment, it shall indemnify Executive to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law and
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Executive shall be covered by PanAmSat's Directors and Officers ("D&O")
insurance plan.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
day and year first hereinabove written.
PanAmSat
/s/ R. Xxxxxxx Xxxx By: /s/ Xxxxx X. Xxxxxxxx
--------------------- --------------------
R. Xxxxxxx Xxxx Xxxxx X. Xxxxxxxx
Executive Vice President
/s/ Xxxxxxx X. Xxxxx
---------------------
Xxxxxxx X. Xxxxx
Chairman of the Board
& Chief Executive Officer
Xxxxxx Electronics
/s/ Xxxxx X. Xxxxxxxx
---------------------
Xxxxx X. Xxxxxxxx
Secretary of the Corporation
PanAmSat Corporation
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ATTACHMENT "A"
GENERAL RELEASE
For a valuable consideration, the receipt and adequacy of which are
hereby acknowledged, R. Xxxxxxx Xxxx ("Xxxx") does hereby release and forever
discharge PanAmSat, Xxxxxx Electronics Corporation, their parent(s) and
affiliates and each of their respective associates, owners, stockholders,
predecessors, successors, heirs, assigns, agents, directors, officers, partners,
representatives, employees, lawyers, and all persons acting by, through, under,
or in concert with them, or any of them (each, a "Releasee"), from any and all
manner of action or actions, cause or causes of action, in law or in equity,
suites, debts, liens, contracts, agreements, promises, liabilities, claims,
demands, damages, losses, costs or expenses, of any nature whatsoever, known or
unknown, fixed or contingent (hereinafter called "Claims"), which Xxxx now has
or may hereafter have against any of the Releasees by reason of any and all
acts, omissions, events or facts occurring or existing prior to _______________,
except as expressly provided herein, in connection with his employment with
PanAmSat or the termination thereof. The Claims released hereunder include,
without limitation, any alleged breach of any employment agreement between
PanAmSat and Xxxx; any alleged breach of any covenant of good faith and fair
dealing, express or implied; any alleged torts or other legal restrictions in
PanAmSat's right to terminate Xxxx'x employment; and any alleged violation of
any federal, state or local statute or ordinance including without limitation,
the Connecticut General Statutes, Title VII of the Civil Rights Act of 1964, as
amended, the federal Age Discrimination in Employment Act of 1967, as amended
("ADEA"), the Connecticut Human Rights and Opportunities Law, the Fair Labor
Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act of
1973.
In accordance with the Older Workers Benefit Protection Act of 1990,
Xxxx is aware of the following with respect to his release of any claims under
the ADEA:
(1) He has the right to consult with an attorney before signing
this Release.
(2) He has twenty-one (21) days, in which to consider this Release
and any ADEA claim; and
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(3) He has seven (7) days after signing this Release to revoke his
release as to any ADEA claim.
This Release shall not be effective until the expiration of seven (7)
days following execution of this Release.
This Release shall not cover any rights of Xxxx upon termination under
the Employment Agreement dated, _____________, any rights of indemnification
under PanAmSat's certificate of incorporation, bylaws or any agreement rights to
Directors and Officers insurance rights pursuant to any equity grant or any post
termination rights under any benefit plan.
Xxxx represents and warrants to each Releasee that there has been no
assignment or other transfer of any interest in any Claim which Xxxx may have
against the Releasees.
Xxxx agrees that if he hereafter commences, joins in, or in any manner
seeks relief through any suit arising out of, based upon, or relating to any of
the Claims released hereunder or in any manner asserts against any Releasee any
of the Claims released hereunder, then Xxxx will pay to the Releasee, in
addition to any other damages caused thereby, all reasonable attorneys' fees
incurred by the Releasee in defending or otherwise responding to said suit or
Claim.
Dated:------------------ ------------------------
R. Xxxxxxx Xxxx
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