Exhibit 99(e)(3)
EXECUTIVE SEVERANCE BENEFITS AGREEMENT
THIS EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the "Agreement") is entered
into effective as of the 6th day of December 1999, between C. XXXX XXXXXX,
("Executive") and AVIRON, a Delaware corporation (the "Company"). This
Agreement is intended to provide Executive with the severance benefits
described herein upon the occurrence of specific events. Certain capitalized
terms used in this Agreement are defined in Article 6.
The Company and Executive hereby agree as follows:
ARTICLE 1
EMPLOYMENT BY THE COMPANY
1.1 Upon execution of the offer letter of even date herewith (the "Offer
Letter"), Executive shall be employed as President and Chief Executive Officer
of the Company.
1.2 The Company and Executive wish to set forth the severance benefits
which Executive shall be entitled to receive in the event Executive's employment
with the Company terminates under the circumstances described herein.
1.3 The duties and obligations of the Company to Executive under this
Agreement shall be in consideration for Executive's agreeing to the terms of the
Offer Letter with the Company, Executive's employment with the Company, and
Executive's execution of the general waiver and release described in Section
4.2.
1.4 This Agreement shall remain in full force and effect so long as
Executive is employed by the Company; PROVIDED, HOWEVER, that Executive's rights
to payments and benefits under Article 2 or Article 3 shall continue until the
Company's obligation to provide such payments and benefits is satisfied.
ARTICLE 2
SEVERANCE BENEFITS
2.1 TERMINATION EVENTS. If Executive's employment involuntarily terminates
for any reason other than for Cause, Executive shall be entitled to receive the
following benefits set forth in Sections 2.2, 2.3 and 2.4.
2.2 SALARY CONTINUATION. Executive shall receive Base Salary that has
accrued but is unpaid as of the date of a Covered Termination, and, within
thirty (30) days following such Covered Termination, Executive shall also
receive a lump sum payment equal to one (1) year of Base Salary and, if the date
of a Covered Termination occurs within five (5) years of the date of this
Agreement, one (1) year of his annual cash retention bonus, all of which shall
be subject to applicable tax withholding.
2.3 HEALTH INSURANCE COVERAGE.
Provided that Executive makes a timely election to continue coverage
under the Company's group health plan pursuant to the Consolidated Omnibus
Budget Reconciliation Act of 1985 ("COBRA") in connection with Executive's
Covered Termination, the Company will pay Executive's COBRA premiums for a
maximum period of one (1) year following the date of such Covered Termination
(the "COBRA Continuation Period"). In addition, if Executive's spouse and/or
dependents were enrolled in the Company's group health plan on the date of
the Covered Termination, the Company will pay the COBRA premiums for
Executive's dependents during the COBRA Continuation Period, but only to the
same extent that such dependents' premiums under such plan were paid by the
Company prior to the date of such Covered Termination. No provision of this
Agreement will affect the continuation coverage rules under COBRA, except
that the Company's payment of any applicable premiums during the COBRA
Continuation Period will be credited as payment by Executive for purposes of
the Executive's payment required under COBRA. Therefore, the period during
which Executive must elect to continue the Company's group health coverage at
his or her own expense under COBRA, the length of time during which COBRA
coverage will be made available to Executive, and all other rights and
obligations of the Executive under COBRA (except the obligation to pay
premiums that the Company pays during the COBRA Continuation Period) will be
applied in the same manner that such rules would apply in the absence of this
Agreement. At the conclusion of the COBRA Continuation Period, Executive will
be responsible for the entire payment of premiums required under COBRA for
the remaining duration of eligibility for COBRA, if any.
Notwithstanding the foregoing, the Company's obligation to make COBRA
payments for Executive as described above shall cease immediately if
Executive becomes eligible for other health insurance benefits at the expense
of a new employer. Executive agrees to notify a duly authorized officer of
the Company, in writing, immediately upon acceptance of any employment
following his termination which provides Executive with eligibility for
health insurance benefits.
2.4 VESTING OF OUTSTANDING OPTIONS. Outstanding, unvested stock options
to purchase common stock of the Company granted to Executive prior to the
date of the Covered Termination, either pursuant to the terms of the Offer
Letter or under the Company's discretionary stock compensation plans shall
continue to vest according the vesting schedule(s) in effect immediately
prior to the date of the Covered Termination for a period of up to one (1)
year. Any stock options that remain unvested one (1) year after the date of
the Covered Termination shall terminate. All outstanding, vested stock
options at the time of termination shall remain exercisable for one year
after the date of the Covered Termination. Options vesting through the
"continuation" period shall remain exercisable for up to 90 days after its
conclusion.
ARTICLE 3
CHANGE OF CONTROL
3.1 TERMINATION EVENTS. If Executive's employment terminates under
circumstances constituting a Covered Termination upon or within two (2) years
following a Change of Control of the ownership of the Company, Executive shall
be entitled to receive the following benefits set forth in Sections 3.2, 3.3 and
3.4 and shall not receive any benefits under Article 2.
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3.2 SALARY CONTINUATION. Executive shall receive Base Salary that has
accrued but is unpaid as of the date of such Covered Termination, and, within
thirty (30) days following such Covered Termination, Executive also shall
receive a lump sum payment equal to the product determined by multiplying the
sum of the annualized Base Salary, targeted annual cash performance bonus and
annual cash retention bonus paid or payable to Executive with respect to the two
(2) calendar years in which annualized Base Salary is the highest (including the
year in which the date of termination occurs), by a fraction, the numerator of
which is the number of years (including any fraction of a year) remaining in the
two-year period commencing with the date of the Change of Control, and the
denominator of which is 2, all of which shall be subject to applicable tax
withholding.
3.3 HEALTH INSURANCE COVERAGE IN THE EVENT OF CHANGE OF CONTROL:
Provided that Executive makes a timely election to continue coverage under
the Company's group health plan pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA") in connection with Executive's Covered
Termination, the Company will pay Executive's COBRA premiums for a maximum
period of two (2) years following the date of such Covered Termination (the
"COBRA Continuation Period"). In addition, if Executive's spouse and/or
dependents were enrolled in the Company's group health plan on the date of the
Covered Termination, the Company will pay the COBRA premiums for Executive's
dependents during the COBRA Continuation Period, but only to the same extent
that such dependents' premiums under such plan were paid by the Company prior to
the date of such Covered Termination. No provision of this Agreement will affect
the continuation coverage rules under COBRA, except that the Company's payment
of any applicable premiums during the COBRA Continuation Period will be credited
as payment by Executive for purposes of the Executive's payment required under
COBRA. Therefore, the period during which Executive must elect to continue the
Company's group health coverage at his or her own expense under COBRA, the
length of time during which COBRA coverage will be made available to Executive,
and all other rights and obligations of the Executive under COBRA (except the
obligation to pay premiums that the Company pays during the COBRA Continuation
Period) will be applied in the same manner that such rules would apply in the
absence of this Agreement. [At the conclusion of the COBRA Continuation Period,
Executive will be responsible for the entire payment of premiums required under
COBRA for the remaining duration of eligibility for COBRA, if any.]
In addition to the foregoing, beginning eighteen (18) months after the date
of the Covered Termination and ending on the date two (2) years after the
Covered Termination, the Company will pay the premiums for an individual health
plan as comparable as possible, but not superior to, the coverage provided under
the Company's group health plan as of the date of the Covered Termination.
Provided further that, if Executive's spouse and/or dependents were enrolled in
the Company's group health plan on the date of the Covered Termination, the
individual health plan provided pursuant to this paragraph shall include
coverage for Executive's spouse and/or dependents, but only the same extent that
such dependents' premiums under the Company's group health plan were paid by the
Company prior to the date of the Covered Termination.
Notwithstanding the foregoing, the Company's obligation to make COBRA
payments for Executive and to provide an individual health plan as described
above shall cease immediately if Executive becomes eligible for other health
insurance benefits at the expense of a new employer.
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Executive agrees to notify a duly authorized officer of the Company, in writing,
immediately upon acceptance of any employment following the Covered Termination
which provides Executive with eligibility for health insurance benefits.
3.4 ACCELERATION OF VESTING OF OUTSTANDING OPTIONS. The vesting of
outstanding stock options to purchase common stock of the Company granted to
Executive prior to the date of termination of employment, either pursuant to the
terms of the Offer Letter or under the Company's discretionary stock
compensation plans shall accelerate as of the date of such Covered Termination
so that all outstanding options are one hundred percent (100%) vested and
immediately exercisable. Such acceleration of vesting of outstanding options
also shall apply to any unvested option shares that were acquired by Executive
on or before the date of the Covered Termination and that were subject to a
repurchase option by the Company as of such date.
3.5 PARACHUTE PAYMENTS. In the event that the acceleration of the vesting
provided for in Section 3.4 and benefits otherwise payable to Executive (i)
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended, (the "Code"), or any comparable
successor provision, and (ii) but for this section would be subject to the
excise tax imposed by Section 4999 of the Code, or any comparable successor
provision (the "Excise Tax"), then Executive's benefits hereunder shall be
either
(i) provided to Executive in full, or
(ii) provided to Executive as to such lesser extent which would result
in no portion of such benefits being subject to the Excise Tax,
whichever of the foregoing amounts, when taking into account applicable federal,
state, local and foreign income and employment taxes, the Excise Tax, and any
other applicable taxes, results in the receipt by Executive, on an after-tax
basis, of the greatest amount of benefits, notwithstanding that all or some
portion of such benefits may be taxable under the Excise Tax. Unless the Company
and Executive otherwise agree in writing, any determination required under this
section shall be made in writing in good faith by the Accountants. In the event
of a reduction of benefits hereunder, benefits payable in cash shall be reduced
first. For purposes of making the calculations required by this section, the
Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of the Code, and other applicable legal authority.
The Company and Executive shall furnish to the Accountants such information and
documents as the Accountants may reasonably request in order to make a
determination under this section. The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations
contemplated by this section.
If, notwithstanding any reduction described in this section, the IRS
determines that Executive is liable for the Excise Tax as a result of the
receipt of the payment of benefits as described above, then Executive shall be
obligated to pay back to the Company, within thirty (30) days after a final IRS
determination or in the event that Executive challenges the final IRS
determination, a final judicial determination, a portion of the payment equal to
the "Repayment Amount." The Repayment Amount with respect to the payment of
benefits shall be the smallest such amount, if any, as shall be required to be
paid to the Company so that Executive's net after-
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tax proceeds with respect to any payment of benefits (after taking into account
the payment of the Excise Tax and all other applicable taxes imposed on such
payment) shall be maximized. The Repayment Amount with respect to the payment of
benefits shall be zero if a Repayment Amount of more than zero would not result
in Executive's net after-tax proceeds with respect to the payment of such
benefits being maximized. If the Excise Tax is not eliminated pursuant to this
paragraph, Executive shall pay the Excise Tax.
Notwithstanding any other provision of this Section 3.5, if (i) there is a
reduction in the payment of benefits as described in this section, (ii) the IRS
later determines that Executive is liable for the Excise Tax, the payment of
which would result in the maximization of Executive's net after-tax proceeds
(calculated as if Executive's benefits had not previously been reduced), and
(iii) Executive pays the Excise Tax, then the Company shall pay to Executive
those benefits which were reduced pursuant to this section contemporaneously or
as soon as administratively possible after Executive pays the Excise Tax so that
Executive's net after-tax proceeds with respect to the payment of benefits is
maximized.
ARTICLE 4
LIMITATIONS AND CONDITIONS ON BENEFITS
4.1 WITHHOLDING OF TAXES. The Company shall withhold appropriate federal,
state, local (and foreign, if applicable) income and employment taxes from any
payments hereunder.
4.2 RELEASE PRIOR TO RECEIPT OF BENEFITS. Upon the occurrence of a Covered
Termination, and prior to the receipt of any benefits under this Agreement on
account of the occurrence of such Covered Termination, Executive shall execute a
release (the "Release") in the form incorporated herein and attached hereto as
Attachment I. Such Release shall specifically relate to all of Executive's
rights and claims in existence at the time of such execution and shall confirm
Executive's obligations under the Company's standard form of proprietary
information agreement. It is understood that Executive has twenty-one (21) days
to consider whether to execute such Release, and Executive may revoke such
Release within seven (7) business days after execution. In the event Executive
does not execute such Release within the twenty-one (2l)-day period, or if
Executive revokes such Release within the subsequent seven (7) business day
period, no benefits shall be payable under this Agreement and this Agreement
shall be null and void. Notwithstanding the foregoing, in addition to or in lieu
of the release contained in Attachment I, Executive may be required to execute
and deliver an effective release in such other form as the Company may, in its
sole discretion, determine to be necessary or appropriate in order to comply
with the requirements of the laws of any jurisdiction applicable to Executive in
order to make a general release of claims effective and enforceable.
ARTICLE 5
OTHER RIGHTS AND BENEFITS
5.1 NONEXCLUSIVITY. Except as otherwise expressly provided herein, nothing
in the Agreement shall prevent or limit Executive's continuing or future
participation in any benefit, bonus, incentive or other plans, programs,
policies or practices provided by the Company and for
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which Executive may otherwise qualify, nor shall anything herein limit or
otherwise affect such rights as Executive may have under other agreements with
the Company. Except as otherwise expressly provided herein, amounts which are
vested benefits or which Executive is otherwise entitled to receive under any
plan, policy, practice or program of the Company at or subsequent to the date of
a Covered Termination shall be payable in accordance with such plan, policy,
practice or program.
5.2 NON-DUPLICATION OF BENEFITS. Notwithstanding any other provision of the
Agreement to the contrary, any benefits payable to Executive under this
Agreement shall be in lieu of any severance benefits payable by the Company to
such individual under any other arrangement covering the individual, unless
expressly otherwise agreed to by the Company in writing.
ARTICLE 6
DEFINITIONS
For purposes of the Agreement, the following terms are defined as follows:
6.1 "ACCOUNTANTS" means the independent public accountants of the Company.
6.2 DEFINITION OF BASE SALARY. Base Salary means the Executive's base
salary (exclusive of bonuses and other forms of supplemental compensation) at
the rate in effect during the last regularly scheduled payroll period
immediately preceding the date of Executive's Covered Termination or prior to
the Change of Control, unless a different time period for establishing Base
Salary is expressly set forth in this Agreement.
6.3 "CAUSE" Executive's dismissal or discharge for fraud, misappropriation,
embezzlement or intentional misconduct on the part of Executive which resulted
in material loss, damage or injury to the Company.
6.4 "CHANGE OF CONTROL" means a (i) dissolution or liquidation of the
Company; (ii) a sale, lease or other disposition of all or substantially all of
the assets of the Company; (iii) a merger or consolidation in which the Company
is not the surviving corporation and in which beneficial ownership of securities
of the Company representing at least forty percent (40%) of the combined voting
power entitled to vote in the election of the members of the Board of Directors
has changed; (iv) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's Common Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise, and in which beneficial
ownership of securities of the Company representing at least forty percent (40%)
of the combined voting power entitled to vote in the election of the member of
the Board of Directors has changed; (v) an acquisition by any entity (other than
(A) a controlled affiliate of the Company, (B) any employee benefit plan, or
related trust, sponsored or maintained by the Company or subsidiary of the
Company or other entity controlled by the Company, or (C) any company owned
directly or indirectly by stockholders of the Company in substantially the same
proportions as their ownership of Common Stock interest of the Company,
immediately prior to the occurrence with respect to which the evaluation of the
Change in
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Control is being made) of the beneficial ownership, directly or indirectly, of
securities of the Company representing at least forty percent (40%) of the
combined voting power of the Company's then outstanding securities; or (vi) in
the event that the individuals who, as of the date of adoption of the Plan, are
members of the Company's Board of Directors (the "Incumbent Board"), cease for
any reason to constitute at least forty percent (40%) of the Board of Directors.
(If the election, or nomination for election by the Company's stockholders, of
any new Director is approved by a vote of at least forty percent (40%) of the
Incumbent Board, such new Director shall be considered to be a member of the
Incumbent Board in the future.)
6.5 "CODE" means the Internal Revenue Code of 1986, as amended.
6.6 "COVERED TERMINATION" means involuntary termination by the Company of
Executive's employment with the Company for any reason other than death,
disability or for Cause or upon or within two (2) years following a Change of
Control of the ownership of the Company, Executive voluntarily terminates
employment after any of the following are undertaken without Executive's express
written consent:
(a) the assignment to Executive of any duties or responsibilities which
result in a material diminution or adverse change of Executive's position,
status or circumstances of employment;
(b) a reduction by the Company in Executive's Base Salary;
(c) any failure by the Company to continue in effect any benefit plan or
arrangement, including incentive plans or plans to receive securities of the
Company, in which Executive is participating (hereinafter referred to as
"Benefit Plans"), or the taking of any action by the Company which would
adversely affect Executive's participation in or reduce Executive's benefits
under any Benefit Plans or deprive Executive of any fringe benefit then enjoyed
by Executive; PROVIDED, HOWEVER, a Covered Termination shall not exist under
this subsection 6.6(c) if the Company offers a range of benefit plans and
programs which, taken as a whole, are comparable to the Benefit Plans provided
to Executive as of the date of this Agreement, as determined in good faith by
the Company;
(d) a relocation of Executive or the Company's principal business offices
to a location more than fifty (50) miles from either one of two locations
(Philadelphia, Pennsylvania and Mt. View, California) at which Executive has
performed duties, except for required travel by Executive on the Company's
business to an extent substantially consistent with Executive's business travel
obligations as of the date of this Agreement;
(e) any material breach by the Company of any provision of this Agreement
which is not cured by the Company within twenty (20) days of delivery of written
notice from Executive of such breach; or
(f) any failure by the Company to obtain the assumption of this Agreement
by any successor or assign of the Company.
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ARTICLE 7
GENERAL PROVISIONS
7.1 EMPLOYMENT STATUS. This Agreement, the Offer Letter, nor any attachment
or exhibit to the Offer Letter do not constitute a contract of employment or
impose on Executive any obligation to remain as an employee, or impose on the
Company any obligation (i) to retain Executive as an employee, (ii) to change
the status of Executive as an at-will employee, or (iii) to change the Company's
policies regarding termination of employment; or (iv) to be unable to terminate
Executive's employment with the Company at any time, with or without notice, for
any reason or no reason.
7.2 NOTICES. Any notices provided hereunder must be in writing and such
notices or any other written communication shall be deemed effective upon the
earlier of personal delivery (including delivery by facsimile) or the third day
after mailing by first class mail, to the Company at its primary office location
and to Executive at Executive's address as listed in the Company's payroll
records. Any payments made by the Company to Executive under the terms of this
Agreement shall be delivered to Executive either in person or at the address as
listed in the Company's payroll records.
7.3 SEVERABILITY. If a legal authority of competent jurisdiction determines
that any term or provision of this Agreement is invalid or unenforceable, in
whole or in part, then the remaining terms and provisions hereof shall be
unimpaired. Such legal authority will have the authority to modify or replace
the invalid or unenforceable term or provision with a valid and enforceable term
or provision that most accurately embodies the parties' intention with respect
to the invalid or unenforceable term or provision.
7.4 WAIVER. If either party should waive any breach of any provisions of
this Agreement, he or it shall not thereby be deemed to have waived any
preceding or succeeding breach of the same or any other provision of this
Agreement.
7.5 COMPLETE AGREEMENT. This Agreement, including Attachment I, and any
other written agreements referred to in this Agreement, constitutes the entire
agreement between Executive and the Company and it is the complete, final, and
exclusive embodiment of their agreement with regard to this subject matter. It
is entered into without reliance on any promise or representation other than
those expressly contained herein.
7.6 AMENDMENT OR TERMINATION OF AGREEMENT. This Agreement may be changed or
terminated only upon the mutual written consent of the Company and Executive.
The written consent of the Company to a change or termination of this Agreement
must be signed by an executive officer 6f the Company after such change or
termination has been approved by the Company's Board of Directors.
7.7 COUNTERPARTS. This Agreement may be executed in separate counterparts,
any one of which need not contain signatures of more than one party, but all of
which taken together will constitute one and the same Agreement.
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7.8 HEADINGS. The headings of the Articles and Sections hereof are inserted
for convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning hereof.
7.9 SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to
the benefit of and be enforceable by Executive and the Company, and their
respective successors, assigns, heirs, executors and administrators, except that
Executive may not assign any duties hereunder and may not assign any rights
hereunder without the written consent of the Company, which consent shall not be
withheld unreasonably.
7.10 ATTORNEYS' FEES. If either party hereto brings any action to enforce
his or its rights hereunder, the prevailing party in any such action shall be
entitled to recover his or its reasonable attorneys' fees and costs incurred in
connection with such action.
7.11 CHOICE OF LAW. All questions concerning the construction, validity and
interpretation of this Agreement will be governed by the law of the State of
California, without regard to such state's conflict of laws rules.
7.12 NON-PUBLICATION. The parties mutually agree not to disclose publicly
the terms of this Agreement except to the extent that disclosure is mandated by
applicable law or to respective personal advisors.
7.13 CONSTRUCTION OF AGREEMENT. In the event of a conflict between the text
of this Agreement and any summary, description or other information regarding
this Agreement, the text of this Agreement shall control.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year written above.
AVIRON C. XXXX XXXXXX
By:
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Name: X. Xxxxxxxx Read
Title: Chairman
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ATTACHMENT I
RELEASE
Certain capitalized terms used in this Release are defined in the Executive
Severance Benefits Agreement (the "Agreement") which I have executed and of
which this Release is a part.
I hereby confirm my obligations under the Company's proprietary information
and inventions agreement.
Except as otherwise set forth in this Release, I hereby release, acquit and
forever discharge the Company, its parents and subsidiaries, and their officers,
directors, agents, servants, employees, shareholders, successors, assigns and,
affiliates, of and from any and all claims, liabilities, demands, causes of
action, costs, expenses, attorneys fees, damages, indemnities and obligations of
every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed (other than any claim for
indemnification I may have as a result of any third party action against me
based on my employment with the Company), arising out of or in any way related
to agreements, events, acts or conduct at any time prior to the date I execute
this Release, including, but not limited to: all such claims and demands
directly or indirectly arising out of or in any way connected with my employment
with the Company or the termination of that employment, including but not
limited to, claims of intentional and negligent infliction of emotional
distress, any and all tort claims for personal injury, claims or demands related
to salary, bonuses, commissions, stock, stock options, or any other ownership
interests in the Company, vacation pay, fringe benefits, expense reimbursements,
severance pay, or any other form of disputed compensation; claims pursuant to
any federal, state or local law or cause of action including, but not limited
to, the federal Civil Rights Act of 1964, as amended; the federal Age
Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal
Employee Retirement Income Security Act of 1974, as amended; the federal
Americans with Disabilities Act of 1990; tort law; contract law; statutory law;
common law; wrongful discharge; discrimination; fraud; defamation; emotional
distress; and breach of the implied covenant of good faith and fair dealing;
PROVIDED, HOWEVER, that nothing in this paragraph shall be construed in any way
to release the Company from its obligation to indemnify me pursuant to the
Company's indemnification obligation pursuant to agreement or applicable law.
In giving this release, which includes claims that may be unknown to me at
present, I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW 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." I expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any unknown or unsuspected claims I
may have against the Company.
I acknowledge that I am knowingly and voluntarily waiving and releasing any
rights I may have under ADEA. I also acknowledge that the consideration given
under the Agreement
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for the waiver and release in the preceding paragraph hereof is in addition to
anything of value to which I was already entitled. I further acknowledge that I
have been advised by this writing, as required by the ADEA, that: (A) my waiver
and release do not apply to any rights or claims that may arise on or after the
date I execute this Release; (B) I have the right to consult with an attorney
prior to executing this Release; (C) I have twenty-one (2 1) days to consider
this Release (although I may choose to voluntarily execute this Release
earlier); (D) I have seven (7) days following the execution of this Release by
the parties to revoke the Release; and (E) this Release shall not be effective
until the date upon which the revocation period has expired, which shall be the
eighth day after this Release is executed by me.
C. XXXX XXXXXX
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Date:
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