Exhibit 10.2
SEVERANCE AND NONSOLICITATION AGREEMENT
THIS AGREEMENT is made and entered into on this __ day of _______,
2002, by and between WCI COMMUNITIES, INC. ("WCI"), a Delaware corporation, and
__________________ (the "Executive").
RECITALS:
A. Executive is a senior executive of WCI, and is an employee of
WCI and/or one or more of it subsidiaries.
B. Executive is not now a party to any employment agreement
between him and WCI or any of its subsidiaries.
C. WCI is involved in an initial public offering ("IPO") which
may result in WCI becoming a public company.
D. Irrespective of whether or not the IPO is completed, there may
be other financings or transactions in the future which could
result in a change in control of WCI.
E. WCI would like to provide some assurance to Executive that if
there is a change in control of WCI and within twelve months
after such change in control, Executive's employment is
terminated, Executive will receive certain severance payments,
provided Executive does not solicit any employees of WCI or
its subsidiaries.
F. WCI and Executive have agreed that upon such termination,
Executive will have an option to receive significant
additional payments as compensation for his agreement not to
compete with WCI and its subsidiaries, and not to work at all
for any entity which has any activities which compete with WCI
or any of its subsidiaries, which option and the agreement to
not compete shall be solely at Executive's election.
NOW, THEREFORE, IN CONSIDERATION of the recitals and the mutual
agreements herein set forth, the parties agree as follows:
1. Definitions. The following terms, which are used in this Agreement,
are defined as follows:
a. "Base Salary" means the amount of Executive's base salary
(without inclusion of any bonus) in effect immediately prior to a
Change in Control.
b. "Cause" means: (i) any act of willful misconduct or
dishonesty by Executive in the performance of his duties; (ii) any
willful and persistent failure by Executive to attend to his duties; or
(iii) any action by Executive which would constitute a violation of the
provisions of this Agreement under the headings "Nonsolicitation" and
"Confidentiality and Nondisclosure" if such actions occurred during the
Restricted Period; or (iv) any action by Executive which would
constitute a violation of the provisions of the Noncompete Addendum if
such actions occurred during the Restricted Period and Executive had
elected to execute the Noncompete Addendum; or (v)
Executive's conviction of (or pleading guilty or nolo contendere to) any felony,
or of a criminal offense resulting in imprisonment, or of any misdemeanor
involving theft, embezzlement, dishonesty or moral turpitude.
c. "Change in Control" means:
(i) When any "person" as defined in Section 3(a)(9)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and as used in Section 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d) of
the Exchange Act, (excluding any person (or "group" as defined
in Section 13(d) of the Exchange Act) holding securities
representing 50% or more of the combined voting power of WCI's
outstanding securities as of the Effective Date (as such term
is defined in the 1998 Stock Purchase and Option Plan for Key
Employees of WCI Communities, Inc., as amended), excluding
WCI, any Subsidiary and any employee benefit plan sponsored or
maintained by WCI or any Subsidiary (including any trustee of
such plan acting as trustee)), who directly or indirectly,
becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), of securities of WCI representing 50% or
more of the combined voting power of WCI's then outstanding
securities (unless the event causing the 50% threshold to be
crossed is an acquisition of securities directly from WCI); or
(ii) the shareholders of WCI shall approve any merger
or other business combination of WCI, sale of 50% or more of
WCI's assets, liquidation or dissolution of WCI or combination
of the foregoing transactions and a closing of the transaction
shall have occurred (the "Transactions") other than a
Transaction immediately following which the shareholders of
WCI and any trustee or fiduciary of any WCI employee benefit
plan immediately prior to the Transaction who collectively
owned at least 50% of the voting power, directly or indirectly
of WCI immediately prior to the Transaction own, immediately
after the Transaction, at least 50% of the voting power,
directly or indirectly, of (A) the surviving entity in any
such merger or other business combination; (B) the purchaser
of or successor to WCI's assets; (C) both the surviving entity
and the purchaser in the event of any combination of
Transactions; or (D) the parent company owning 100% of such
surviving entity, purchaser or both the surviving entity and
the purchaser, as the case may be; or
(iii) within any twelve month period, the persons who
were directors of WCI immediately before the beginning of such
period (the "Incumbent Directors") shall cease (for any reason
other than death) to constitute at least a majority of the
board of directors of WCI or of any successor to WCI. For this
purpose, any director who was not a director at the beginning
of such period shall be deemed to be an Incumbent Director if
such director was elected to the board of directors of WCI by,
or on the recommendation of or with the approval of, at least
two-thirds of the directors who then qualified as Incumbent
Directors (so long as such director was not nominated by a
person who has entered into an agreement to effect a Change in
Control or expressed an intention to cause such a Change in
Control).
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d. "Company" means WCI and each of its Subsidiaries.
e. "Good Reason" means, following a Change in Control: (i) any
material reduction in Executive's salary below the level of Base Salary
or (ii) any material adverse change in Executive's duties, title or
responsibilities; provided, however, that Good Reason shall not be
deemed to have occurred unless Executive gives WCI thirty (30) days
written notice, and within such thirty (30) day period, the Company
does not restore Executive's Base Salary or restore Executive to the
prior position, in which event Good Reason shall be deemed to have
occurred at the time of the giving of such written notice.
f. "Noncompete Addendum" means the Noncompete Addendum, as so
titled, attached to this Agreement.
g. "Noncompete Compensation" means cash payments equal to
twenty-four (24) months of Base Salary.
h. "Restricted Period" means a period of twelve (12) months
which begins on the date of Termination and ends twelve (12) months
after the date of Termination.
i. "Severance" means cash payments equal to twelve (12) months
of Base Salary, payable monthly.
j. "Subsidiary" means each entity (including, without
limitation, every corporation, partnership, limited partnership,
limited liability company, trust and joint venture) in which WCI owns,
or has the right to acquire, directly or indirectly, a controlling
interest.
k. "Termination" means the termination of Executive's
employment with the Company by the Company, other than for Cause, or
the termination of such employment by Executive for Good Reason, in
either case at any time within the twelve (12) months following a
Change of Control.
l. "WCI" means WCI Communities, Inc., and any successor in
connection with any restructuring of WCI Communities, Inc. which does
not result in a Change in Control.
2. Severance
a. Basis for Payment. If, within twelve (12) months following
a Change in Control, Executive's employment is terminated by Company,
other than for Cause, or if within such twelve (12) month period,
Executive terminates his employment with the Company for Good Reason,
Executive will be entitled to receive Severance.
b. Payment of Severance. Severance will be paid by WCI in
twelve (12) equal monthly installments. Severance shall terminate if,
during the Restricted Period, Executive violates any of the provisions
of this Agreement under the headings "Nonsolicitation" and
"Confidentiality and Nondisclosure". Severance shall also terminate if
Executive exercises his option to receive Noncompete Compensation under
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Section 3, and thereafter he violates any provision of the Noncompete
Addendum. Termination of WCI's obligations to pay Severance under this
Section 2.b shall not release Executive from his obligations under this
Agreement (including the Noncompete Addendum, if executed).
3. Noncompete Compensation.
a. Executive's Option to Obtain Noncompete Compensation. In
the event of a Termination within twelve (12) months following a Change
in Control, Executive shall have an option to obtain Noncompete
Compensation. Such option shall be exercised by Executive, if at all,
within fourteen (14) days of Termination, by the execution by Executive
of the Noncompete Addendum and the delivery by him to the Company of
such executed copy of the Noncompete Addendum within such fourteen (14)
day period. Noncompete Compensation shall be in addition to Severance.
If Executive fails to execute and deliver the Noncompete Addendum
within fourteen (14) days of Termination, then Executive's option to
obtain Noncompete Compensation shall be void and of no force and
effect.
b. Effectiveness of Noncompete Addendum. The Noncompete
Addendum attached hereto shall have no force or effect unless a copy
thereof is executed by Executive and delivered to WCI within the time
period provided in Section 3.a. Upon execution by Executive of a copy
of the Noncompete Addendum and delivery thereof to WCI within the time
period provided, the Noncompete Addendum shall become a part of this
Agreement, and the Agreement and the Noncompete Addendum shall be
considered as one and the same document.
c. Payment of Noncompete Compensation. Noncompete Compensation
will be paid by WCI in twenty-four (24) equal monthly installments,
beginning in the month after the month in which the last monthly
payment of Severance has been made. All payments of Noncompete
Compensation shall terminate if, during the Restricted Period,
Executive violates any of the provisions of this Agreement under the
headings "Nonsolicitation" and "Confidentiality and Nondisclosure", or
if Executive violates any of the provisions of the Noncompete Addendum.
Termination of WCI's obligations to pay Noncompete Compensation under
this Section 3.b shall not release Executive from his obligations under
this Agreement (including the Noncompete Addendum).
4. Effect of Death or Disability.
a. During Employment. All of the obligations of WCI hereunder,
including the obligation of WCI to pay Severance and Noncompete
Compensation, will terminate upon a termination of employment as a
result of death or disability.
b. During Restricted Period. In the event of the death of
Executive during the Restricted Period, Severance shall terminate as of
the date of death, and Executive or his personal representative shall
be entitled to receive any payments of Severance accrued (on a per diem
basis) but unpaid as of the date of death. If Executive exercised his
option to receive Noncompete Compensation, then Executive or his
personal representative shall
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be entitled to continue to receive a pro rata portion of Noncompete
Compensation, based on the percentage of the Restricted Period which
had elapsed between the date of Termination and the date of death. Such
amounts shall continue to be paid on a monthly basis.
5. Nonsolicitation. During the Restricted Period (and irrespective of
whether Executive executes the Noncompete Addendum), Executive shall not solicit
any person who was an employee of or consultant to the Company at any time
within three (3) months prior to Termination to accept employment with
Executive, with Executive's new employer, or with any other person or entity, or
encourage any person to terminate his employment or consultant relationship with
the Company, or assist any person or entity, including Executive's new employer,
in identifying employees of or consultants to the Company to solicit for
employment or consulting relationships, or in any way assist any person or
entity, including Executive's new employer, in solicitation of any employee of
or consultant to the Company, nor except with the prior written consent of WCI,
shall Executive hire, or cause or permit any entity controlled directly or
indirectly by Executive to hire, any person as an employee or consultant who
was, at any time within three (3) months prior to Termination, an employee of
the Company.
6. Confidentiality and Nondisclosure. Executive agrees that he shall
not use or disclose to third parties any confidential information of the
Company. All files, records, documents, data and similar items relating to the
Company, as well as all copies thereof, whether prepared by Executive or
otherwise coming into his possession, shall remain the exclusive property of the
Company and shall immediately be returned to the Company upon termination of
Executive's employment. Executive's obligations under this section shall
continue while he is an employee of the Company, and after termination of the
employment so long as the Company derives value from such confidential
information remaining confidential.
7. Release. As a condition to the payment of Severance and as a
condition to the payment of Noncompete Compensation, Executive will execute a
complete release in the form of Exhibit A.
8. Restrictions Reasonable. Executive acknowledges that the
restrictions under the sections headed "Nonsolicitation" and "Confidentiality
and Nondisclosure" are reasonable and necessary to protect the legitimate
interests of WCI and do not cause Executive undue hardship.
9. Equitable Relief. Executive hereby acknowledges and agrees that the
Company and its goodwill would be irreparably injured by, and that damages at
law are an insufficient remedy for, a breach or violation of the provisions of
this Agreement, and agrees that the Company, in addition to other remedies
available to it for such breach shall be entitled to a preliminary injunction,
temporary restraining order, or other equivalent relief, restraining Executive
from any actual breach of the provisions hereof,, and that WCI's rights to such
equitable relief shall be cumulative and in addition to any other rights or
remedies to which WCI may be entitled.
10. Fiduciary Obligations of Executive; Other Rights of the Company.
The provisions of this Agreement, including the Noncompete Addendum, if
applicable, are not intended to limit the fiduciary and other obligations of the
Executive, if any, to the Company under applicable law,
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and in no event shall this Agreement, including the Noncompete
Addendum, be interpreted to release or limit any of Executive's
obligations to the Company provided by law.
11. Notices. Any notice, request, instruction, or other
document to be given hereunder shall be in writing and shall be deemed
to have been given: (a) on the day of receipt, if sent by overnight
courier; (b) upon receipt, if given in person; (c) five days after
being deposited in the mail, certified or registered mail, postage
prepaid, and in any case addressed as follows:
If to WCI:
Senior Vice President
Human Resources Department
00000 Xxxxxx Xxxxxx Xx.
Xxxxxx Xxxxxxx, XX 00000
If to the Executive:
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-------------------------
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or to such other address or to the attention of such other person as
the recipient party has specified by prior written notice to the
sending party.
12. Choice of Law; Venue. This Agreement is made and entered
into in the State of Florida. All of the terms and provisions of this
Agreement are governed by, and shall be interpreted in accordance with,
the laws of the State of Florida. Each of the parties irrevocably
consents to exclusive jurisdiction and venue in the Florida state
courts located in Naples. Florida, and in the Federal district court
which includes Naples, Florida.
13. Legal Fees and Expenses. The prevailing party in any
litigation to enforce the terms of this Agreement shall be entitled to
recover reasonable costs and expenses, including attorneys' fees.
14. Exclusive Agreement Regarding Severance. The provisions
regarding severance in this Agreement are in lieu of any other
severance policy of the Company which might otherwise be applicable to
Executive.
15. Agreement Not Dependent on IPO. This Agreement is
effective between Executive and the Company upon execution by both
parties, and shall continue in effect whether or not the Company
completes the IPO.
16. At-Will Employment. Executive understands and acknowledges
that his employment with the Company is for an unspecified duration and
constitutes "at-will" employment, unless he and the Company enter into
a written employment agreement signed by the Chief Executive Officer of
WCI. Executive acknowledges that, unless such an employment agreement
is entered
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into, his employment relationship with the Company may be terminated at
any time, with or without Cause at the option either of the Company or
Executive, with or without notice.
17. Successors and Assigns. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and to
their successors, assigns and personal representatives.
18. Headings; References. The headings in this Agreement are
inserted for convenience only and shall not be deemed to constitute a
part hereof nor to affect the meaning thereof. All section references
are to sections of this Agreement, unless otherwise specified. The
terms "hereof" or "herein" or similar terms as used in this Agreement
refer to this Agreement as a whole and not to any particular provision
or part thereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written.
EXECUTIVE WCI COMMUNITIES, INC.
By:
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--------------------- Its:
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NONCOMPETE ADDENDUM
This document is an addendum to that certain Severance and Nonsolicitation
Agreement (the "Agreement"), dated as of __________, 2002, by and between WCI
Communities, Inc., defined in the Agreement as "WCI", and the undersigned,
defined in the Agreement as the "Executive".
RECITALS
A. This Noncompete Addendum is an attachment to the Agreement,
and is for the purpose of permitting Executive to obtain
compensation for agreeing not to compete with the Company in
the event that Executive's employment with the Company is
terminated by the Company without cause or is terminated by
the Executive with good reason within twelve months of a
change in control of WCI.
B. Executive has the option to execute this Noncompete Addendum,
and is not required to do so.
C. If Executive had not elected to execute this Noncompete
Addendum, then as of the date of the Agreement, Executive
would not be bound by any agreement between him and the
Company which would have prohibited or restricted him from
competing with the Company.
NOW, THEREFORE, Executive agrees as follows:
1. Definitions.
a. "Prohibited Activity" means any activity, including,
without limitation, acting as a developer or builder, which is
competitive in any market with any activity or business conducted by
the Company at the time of Termination, or which involves preparing to
act as a developer or builder in a market in competition with the
Company. For purposes of this definition, the Company will be
considered to be engaged in a market or activity if: (i) the Company
is, in fact, engaged in such activity or business within any market; or
(ii) the Company is a party to any agreement which provides for the
performance of obligations or the creation of rights which, if fully
performed, would result in the Company being engaged in such activity
or business in such market; or (iii) the Company reasonably intends to
engage in such activity or business in such market and has taken steps
in furtherance of that intention, as evidenced by the Company's written
records, which may, but need not, include such things as the
preparation of analyses, surveys, environmental studies, architectural
and engineering work, renderings, marketing and other studies, budgets,
pro-formas, and timetables and negotiation with third parties. For
purposes of determining whether a builder or developer is preparing to
act in a market in competition with the Company, such preparation shall
be evidenced by any of the actions activities or evidence which are
specified as demonstrating the Company's involvement or intent under
clauses (ii) and (iii) of this Section 1(a). A market, for purposes of
this definition, is any area in which a customer would reasonably
consider products or
services available or to be available from the Company and any other
party as alternative choices. Advertising in a market, without any
other activity in that market, shall not be considered competing in
that market. A single market may include a number of geographic
locations which are not contiguous or in the same county or state.
b. "Prohibited Party" means any person or entity which is, at
any time during the Restricted Period, involved, directly or
indirectly, in any Prohibited Activity, or which has a majority
ownership interest in, or the right to acquire a majority ownership
interest in, or controls, directly or indirectly, as a matter of legal
right or in practical effect, any person or entity which is engaged in
any Prohibited Activity.
c. Other terms used herein are defined in the Agreement.
2. Effectiveness of Noncompete Addendum. This Noncompete Addendum shall
have no force or effect unless a copy hereof is executed by Executive and
delivered to WCI within the time period provided in the Agreement. Upon
execution by Executive of a copy of this Noncompete Addendum and delivery hereof
to WCI within the time period provide in the Agreement, this Noncompete Addendum
shall become a part of the Agreement, and the Agreement and this Noncompete
Addendum shall be considered as one and the same document.
3. Noncompete. Executive agrees that during the Restricted Period: (a)
he shall not engage in any Prohibited Activity; (b) he shall not become an
employee, agent or representative of, independent contractor to, consultant to,
shareholder, officer, director, member, partner, joint venturer or other equity
owner of or lender to, any Prohibited Party; and (c) if he is an employee, agent
or representative of, independent contractor to, consultant to, shareholder,
officer, director, member, partner, joint venturer or other equity owner of or
lender to, any entity or person who was not a Prohibited Party at the time
Executive established such relationship, but subsequently becomes a Prohibited
Party, Executive shall, within ten (10) days of the date that such entity or
person becomes a Prohibited Party, terminate his position and relationship with
the Prohibited Party; provided, however, that this provision shall not prohibit
Executive from owning stock or other equity securities, solely as an investment,
in any publicly traded entity, provided such ownership does not exceed two
percent (2%) of the outstanding securities of such entity. The provisions of
this Section 3 are intended to be an absolute bar to employment and other
activities with any party who has operations or activities which constitute
Prohibited Activities, and do not permit Executive to be involved with any such
Prohibited Party in any capacity or in any geographical area, even if
Executive's functions and activities were isolated and wholly concentrated in a
market in which the Prohibited Party does not compete with the Company. By way
of example and not limitation, Pulte Xxxxxx, Inc. ("Pulte") is a Prohibited
Party, because it competes with the Company in the Company's markets, and
consequently, Executive could not work for Pulte or any of its subsidiaries or
affiliates, even if his work was limited solely to a market (such as Arizona, as
of the date of the Agreement) in which Pulte did not compete with the Company.
By way of further example, if Executive became an employee of a builder or
developer who was in a market not in competition with the Company (such as
Arizona, as of the date of the Agreement), and such developer entered the
Company's market in competition with the Company, or began preparation to enter
such market, Executive would be required under this Noncompete Addendum to
terminate his employment relationship with such developer within
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ten days of the earlier of the date that such developer entered the market or
began preparation enter such market.
4. Acknowledgement of Restrictions. By execution of this Noncompete
Addendum, Executive acknowledges that the restrictions imposed on him are
substantial, and may effectively prohibit him from working, during the
Restricted Period, in the field of his experience and expertise. Executive has
carefully considered the consequences of the execution of this Noncompete
Addendum, has determined that WCI's agreement to pay Noncompete Compensation
(which is two times Executive's Base Salary which Executive would have received
for full time employment with the Company) is adequate compensation for such
agreement and restrictions, and that such restrictions will not adversely affect
Executive's opportunities in the future.
5. Severability. It is mutually agreed and understood by the parties
that should any of the agreements and covenants contained herein be determined
by any court of competent jurisdiction to be invalid by virtue of being vague,
overly broad, unreasonable as to time, territory or otherwise, then WCI shall
have the following options:
a. The Agreement (including this Noncompete Addendum) shall be
amended retroactive to the date of its execution to include the terms
and conditions which such court deems to be reasonable and in
conformity with the original intent of the parties and the parties
hereto consent that under such circumstances, such court shall have the
power and authority to determine what is reasonable and in conformity
with the original intent of the parties to the extent that such
covenants and agreements are enforceable; or
b. WCI may terminate the Agreement on a retroactive basis and
Executive shall repay to WCI all of the amounts paid as Severance and
Noncompete Compensation, if any, and neither party shall have any
obligation to the other hereunder. WCI's rights under this Section 5.b
may be exercised either before or after a determination by a court
under Section 5.a.
In no event shall a determination by a court with respect to an agreement which
is similar to or identical to this Agreement but is between the Company and
someone other than Executive be a basis for WCI's termination of this Agreement;
such right shall only apply if a court makes such determination with respect to
this Agreement.
Dated: , 2002
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WCI COMMUNITIES, INC.:
By:
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Its:
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EXECUTIVE:
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EXHIBIT A
GENERAL RELEASE
This General Release is given on this ___ day of __________, 2___, by
________________ ("Executive") to WCI Communities, Inc., a Delaware Corporation
("WCI") and to each entity (including, without limitation, every corporation,
partnership, limited partnership, limited liability company, trust and joint
venture) in which WCI owns, or has the right to acquire, directly or indirectly,
a controlling interest (WCI and all of such other entities are collectively and
individually referred to as the "Company").
WITNESSETH:
WHEREAS, Executive and WCI are parties to a Severance and
Nonsolicitation Agreement, dated as of _______________, 2002 (the Agreement"),
under which WCI is obligated to pay severance payments upon the occurrence of
certain events, and under which Executive has an option to obtain additional
payments for Executive's agreement not to compete with the Company; and
WHEREAS, those events have occurred, and as a consequence, Executive is
entitled to receive the severance payments, and may also be entitled to
noncompete payments; and
WHEREAS, it is a condition of the payment of severance that Executive
release the Company from any obligation or liability to him.
NOW, THEREFORE, IN CONSIDERATION of WCI's agreement to pay severance to
Executive under the provisions of the Agreement:
1. General Release.
a. Executive hereby agrees not to xxx or file any action,
claim or lawsuit against the Company, pursue, seek to recover or
recover any alleged damages, seek to obtain or obtain any other form of
relief or remedy with respect to, and to take any action to cause the
dismissal or withdrawal of, any lawsuit, action, claim or charge
against the Company.
b. Executive hereby waives all claims and releases and forever
discharges, the Company, and each of its officers, directors,
stockholders and employees, from any and all claims, demands, actions,
causes of action or liabilities for compensatory damages or any other
relief or remedy, and from and against any and all obligations of any
kind or nature whatsoever, whether known or unknown, fixed or
contingent, liquidated or unliquidated, and whether arising from tort,
statute, or contract, including, but not limited to:
(i) any claims arising under or pursuant to Title VII
of the Civil Rights Act of 1964, as amended, the Civil Rights
Act of 1991, the Civil Rights Act of 1866, as amended, the
Americans With Disabilities Act, the Rehabilitation Act, the
Family and Medical Leave Act, the Occupational Safety & Health
Act, the Executive Retirement Income Security Act of 1974, as
amended, the Age
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Discrimination in Employment Act, Executive Orders 11246 and
11375, the Worker Adjustment and Retraining Notification Act,
the Fair Labor Standards Act, any other state, federal, city,
county or local statute, rule, regulation, ordinance or order,
any claim for future consideration for employment with the
Company; and
(ii) any claims for attorneys' fees and costs and any
employment rights or entitlement law; and
(iii) any claims for wrongful discharge, intentional
infliction of emotional distress, defamation, libel or
slander, payment of wages, outrageous behavior, breach of
contract or any duty allegedly owed to Executive, and any
other theory of recovery.
It is the intention of the parties to make this release as broad and as
general as the law permits. Notwithstanding the foregoing, Executive
does not release WCI from any obligation to Executive under the
Agreement, or from any rights Executive may have solely in Executive's
capacity as a holder of securities of WCI.
2. Waiver of Right to Future Employment. Executive waives and has no
right or entitlement to future employment with the Company.
3. Acknowledgements of Executive.
a. Executive acknowledges that Executive has been advised to
consult with an attorney, at Executive's own expense, prior to signing
this Release.
b. Executive acknowledges that Executive has fully read this
Release, understands the contents of this Release, and agrees to its
terms and conditions of Executive's own free will, knowingly and
voluntarily, and without any duress or coercion.
c. Executive understands that this is a FINAL GENERAL RELEASE,
and that Executive can make no further claims against the Company
having any connection with the events contained herein. Executive also
understands that this Release precludes Executive from recovering any
damages or other relief as a result of any lawsuit, grievance, charge
or claim that may be brought on Executive's behalf and arising out of
Executive's employment with the Company, or Executive's resignation or
separation from employment with the Company. Executive does not release
rights that may arise after the termination of Executive's employment
with the Company.
d. Executive acknowledges that Executive is receiving adequate
consideration for signing this Release.
e. Executive acknowledges that this Release is attached to the
Agreement, that Executive received a copy of the Agreement, with this
form of release attached on _____________, 2002, and that Executive has
had more than twenty-one (21) days from the date he received this
Release to consider whether to accept and sign it.
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4. Executive will have seven (7) days from the date Executive signs
this Release to revoke Executive's acceptance of this Release. Executive
acknowledges that until such seven (7) days shall have elapsed, no severance
shall be payable by under the Agreement, that if Executive fails to sign this
Release, the Company shall not have any obligation to pay severance or
noncompete payments to Executive but Executive shall nevertheless remain bound
by the terms of the Severance and Nonsolicitation Agreement.
Dated: , 200 EXECUTIVE:
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