EXHIBIT 10.8
EMPLOYMENT AGREEMENT
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This Agreement is made as of the 15th day of January, 1997 between
DocuCorp, Inc., a Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxxxx
(the "Employee").
RECITALS
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The Employee is currently employed as an executive officer of Image
Sciences, Inc. ("ISI"), which is becoming a wholly-owned subsidiary of the
Company on the effective date of a merger of another wholly-owned subsidiary of
the Company into ISI (the "Merger"). The Company desires to continue the
employment of the Employee, and the Employee desires to continue to provide
services to the Company, upon the terms and conditions hereinafter set forth.
This Agreement is being entered into contemporaneously with the Agreement
and Plan of Merger between and among the Company, FormMaker Software, Inc.
("FSI"), ISI and two wholly-owned subsidiaries of the Company.
WITNESSETH:
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NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto, each intending to be legally bound hereby,
agree as follows:
1. Employment.
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Effective upon the Merger, the Company hereby employs the Employee as the
President and Chief Executive Officer of the Company, and the Employee hereby
accepts such employment. During the term of the Employee's employment under this
Agreement (the "Employment Term"), the Employee shall perform such duties as are
assigned by the Board of Directors of the Company (the "Board") with respect to
the business of the Company and of any of its controlled or majority-owned
subsidiaries which are consistent with his position as the President and Chief
Executive Officer of the Company.
2. Performance.
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The Employee shall devote substantially all of his business efforts to the
performance of his duties hereunder; provided, however, that the Employee may
devote reasonable periods of time to charitable and community activities and to
personal investment activities so long as they do not interfere with the
performance of his duties hereunder.
3. Term.
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The Employment Term shall begin on the effective date of the Merger and
shall continue indefinitely until terminated in accordance with Sections 5 or 6.
4. Compensation for Employment.
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(a) The basic annual rate of compensation of the Employee for his
employment services to the Company during the Employment Term shall be $225,000
(such amount, as adjusted in accordance with this Section 4, is referred to
herein as the "Salary"), which the Company shall pay to the Employee in equal
installments in accordance with the normal payroll policies of the Company. The
Salary may be adjusted upward on an annual basis as the Board may approve, in
its sole discretion, but the Salary shall not be decreased. In connection with
the annual review of the Salary, the Board shall consider changes in the cost of
living, the Employee's own performance, the Company's performance and such other
factors as the Board may deem appropriate. The Board may delegate to a
Compensation Committee of the Board any review or other action to be performed
by the Board under this Agreement.
(b) The Employee shall participate in any incentive compensation plan that
the Company may maintain for its top-level executives, including any bonus plan,
as the same may be in effect from time to time during the Employment Term.
(c) During the Employment Term, the Company shall provide the Employee
with fringe benefits that are substantially equivalent to the fringe benefits
specified on Exhibit "A" (the "Fringe Benefits").
5. Termination Without Compensation.
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(a) Death. If the Employee dies, this Employment Agreement shall terminate
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on the date of death, and thereafter the Company shall not have any further
liability or obligation to the Employee or to his executors, administrators,
heirs, assigns or any other person claiming under or through him (each, a "Legal
Representative") except that the Employee's estate shall receive any unpaid
Salary and Fringe Benefits that have accrued through the date of termination
(including any earned bonus payable under any bonus plan instituted by the
Company), without prejudice to any other rights or benefits to which the
Employee's estate may be entitled as a consequence of the Employee's death, such
as the proceeds from any life insurance policies that may be maintained for the
Employee's benefit from time to time.
(b) Cause. The Company may terminate the Employment Term for "cause" by
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giving the Employee 30 days' notice of the termination date, and as of the
termination date, the Company
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shall not have any further liability or obligation to the Employee, except that
the Employee shall receive any unpaid Salary and Fringe Benefits that have
accrued through the date of termination, net of any liabilities that the
Employee may have to the Company. For purposes of this Agreement, "cause" shall
mean, exclusively, (i) a material failure of the Employee to observe or perform
(other than by reason of illness, injury or incapacity) any of the material
terms or provisions of this Agreement, (ii) the conviction of the Employee of a
felony or other criminal act involving moral turpitude, or (iii) conduct by the
Employee in his office with the Company that is grossly inappropriate, including
dishonesty and misappropriation of funds, in each case as determined by the
Board acting reasonably and in good faith. In the case of a termination for
"cause," the notice of termination shall specify the basis for the Company's
determination of "cause"; provided, however, that in the case of conduct
described in clause (i) above, such conduct shall not constitute "cause" for the
purposes of this paragraph (c) unless (A) the Board shall have given the
Employee notice setting forth with specificity (1) the conduct deemed to
constitute "cause," (2) reasonable action that would remedy the objectionable
conduct, and (3) a reasonable time (not less than 30 days) within which the
Employee may take such remedial action, and (B) the Employee shall not have
taken such specified remedial action within such specified reasonable time.
6. Termination With Compensation.
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(a) Without Cause. The Company shall have the right to terminate the
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Employment Term without cause at any time by giving the Employee 30 days' notice
of the termination date. Under such circumstances, the Company shall pay to the
Employee each month for a period of 12 months from the date of termination an
amount equal to one-twelfth of the Salary in effect immediately prior to the
notice of termination (the "Termination Payment"). As of such termination date,
the Company shall not have any further liability or obligation to the Employee
other than to pay the Termination Payment and to provide the Employee with (i)
any unpaid Salary and Fringe Benefits that have accrued through the date of
termination (including any earned bonus payable under any bonus plan instituted
by the Company); and (ii) continuation of medical and life insurance coverage
for a period of 6 months from the date of termination. Notwithstanding the
foregoing, the Company shall not be obligated to pay the Termination Payment
unless the Employee delivers a Release in the form attached hereto as Exhibit B.
(b) Termination for Good Reason. The Employee may terminate the Employment
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Term at any time for "good reason" by giving the Company 30 days' notice of the
termination date. For purposes of this Agreement, "good reason" shall mean,
exclusively, a material failure of the Company to observe or perform any of the
material terms or provisions of this Agreement, including, for example, any
reduction in the Salary, the exclusion of the Employee from participation in any
new compensation or benefit arrangement generally offered to similarly situated
employees of the Company, or a reduction in the Employee's level of
responsibility, position (including office, title or reporting relationships),
authority or duties (including changes resulting from the assignment
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to the Employee of any duties inconsistent with his positions, duties or
responsibilities as in effect on the date of this Agreement), in each case as
determined by the Employee acting reasonably and in good faith. The Employee's
notice of termination hereunder shall specify the basis for the Employee's
determination of "good reason"; provided, however, that the Company's conduct
shall not constitute "good reason" for the purposes of this paragraph (b) unless
(i) the Employee shall have given the Board notice setting forth with
specificity (A) the conduct deemed to constitute "good reason," (B) reasonable
action that would remedy the objectionable conduct, and (C) a reasonable time
(not less than 30 days) within which the Company may take such remedial action,
and (ii) the Company shall not have taken such specified remedial action within
such specified reasonable time. In the case of a termination for "good reason,"
the Company shall pay to the Employee each month for a period of 12 months from
the date of termination an amount equal to one-twelfth of the Salary in effect
immediately prior to the notice of termination (the "Termination Payment"). As
of such termination date, the Company shall not have any further liability or
obligation to the Employee other than to pay the Termination Payment and to
provide with the Employee (i) any unpaid Salary and Fringe Benefits that have
accrued through the date of termination (including any earned bonus payable
under any bonus plan instituted by the Company); and (ii) continuation of
medical and life insurance coverage for a period of 6 months from the date of
termination. Notwithstanding the foregoing, the Company shall not be obligated
to pay the Termination Payment unless the Employee delivers a Release in the
form attached hereto as Exhibit B.
(c) Total Disability. If the Employee becomes totally disabled (as defined
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below), the Company may terminate the Employment Term by notice to the Employee.
Under such circumstances, the Company shall pay the Employee for a period of 12
months from the date of termination an amount equal to one-twelfth of the Salary
in effect immediately prior to the notice of termination (the "Disability
Payment"). Notwithstanding the foregoing, the Company shall not be obligated to
pay the Disability Payment unless the Employee delivers a Release in the form
attached hereto as Exhibit B. As of such termination date, the Company shall
have no further liability or obligation to the Employee hereunder except to pay
the Disability Payment and to provide the Employee with (i) any unpaid Salary
and Fringe Benefits that have accrued through the date of termination (including
any earned bonus payable under any bonus plan instituted by the Company); (ii)
whatever benefits that he may be entitled to receive under any then existing
disability benefit plans of the Company, including any such plans included in
the Fringe Benefits; and (iii) continuation of medical and life insurance
coverage for a period of 6 months from the date of termination. For the purposes
hereof, the Employee shall be deemed to be "totally disabled" if the Employee is
considered totally disabled under any group disability plan maintained by the
Company and in effect at that time, or in the absence of any such plan, under
applicable Social Security regulations. In the event of any dispute under this
Section 5(a), the Employee shall submit to a physical examination by a licensed
physician mutually satisfactory to the Company and the Employee, the cost of
such examination to be paid by the Company, and the determination of such
physician shall be determinative.
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(d) Resignation. The Employee shall have the right to terminate the
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Employment Term at any time for any reason or no reason by giving the Company 60
days' notice of the termination date. Under such circumstances, the Company
shall pay to the Employee each month for a period of twelve months from the date
of termination an amount equal to one-twelfth of the Salary in effect
immediately prior to the notice of termination (the "Resignation Payment"). As
of such termination date, the Company shall not have any further liability or
obligation to the Employee other than to pay the Resignation Payment and to
provide the Employee with (i) any unpaid Salary and Fringe Benefits that have
accrued through the date of termination (including any earned bonuses under any
bonus plan instituted by the Company); and (ii) continuation of medical and life
insurance coverage for a period of 6 months from the date of termination.
Notwithstanding the foregoing, the Company shall not be obligated to pay the
Resignation Payment unless the Employee delivers a Release in the form attached
hereto as Exhibit B.
7. Agreement Not to Compete.
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During the Non-Competition Period (defined below), the Employee shall not,
within those States of the United States in which the Company sells its products
or services, or offers its products or services for sale, engage, directly or
indirectly, in any supervisory, managerial or other executive-level capacity, in
any business that shall be competitive with any of those business activities in
which the Company is engaged as of the date of this Agreement, which business
activities consist of the development, marketing, licensing, maintenance and
support of software products or systems used in document automation, nor shall
the Employee hire any employee of the Company or its subsidiaries or any former
employee of the Company or its subsidiaries during the six (6) month period
immediately following such former employee's termination or solicit any employee
for the purpose of inducing the employee to terminate his or her employment with
the Company or its subsidiaries. In addition, during the Non-Competition Period,
the Employee shall not within those States of the United States in which the
Company sells its products or services, or offers its products or services for
sale, engage, directly or indirectly, in, or have any interest on behalf of
himself or others in, any person, firm, corporation or business (whether as a
director, agent, security holder, creditor, partner, joint venturer, beneficiary
under a trust, investor, consultant or otherwise) that shall be competitive with
any of those business activities in which the Company is engaged as of the date
of this Agreement, which business activities consist of the development,
marketing, licensing, maintenance and support of software products or systems
used in document automation. In addition, during that part of any Non-
Competition Period for which the Employee shall no longer be employed by the
Company, the Employee shall not solicit any customer of the Company with which
he had contact during the Employment Term. If a court determines that the
foregoing restrictions are too broad or otherwise unreasonable under applicable
law, including with respect to time or territory, the court is hereby requested
and authorized by the parties hereto to revise the foregoing restriction to
include the maximum restrictions allowable under applicable law. The term "Non-
Competition Period" means the period during which the Employee is employed by
the Company
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plus one year. On each anniversary of the date hereof, the parties shall attempt
in good faith to agree on a new description of the Company's business that
reflects the business in which the Company is then engaged. If the parties agree
on any such new description, such new description shall be attached hereto as
Exhibit "C" and be substituted for the description specified above in the first
sentence of this Section 7 or for such other description as may have been
previously agreed upon and attached as Exhibit "C." If the parties do not agree
upon a new description, the most recently agreed-upon description shall govern
until the parties agree upon a subsequent new description. The parties
acknowledge that the covenants not to compete and not to hire in this Section 7
is ancillary to the Merger and not ancillary to the Employee's employment by the
Company. The Employee further acknowledges that he is receiving significant
benefits as a result of the Merger.
8. Inventions, Designs and Product Developments.
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All inventions, innovations, designs, ideas and product developments,
developed or conceived by the Employee, solely or jointly with others, whether
or not patentable or copyrightable, at any time during the Employment Term or
during his employment by the Company prior to the commencement of the Employment
Term and that relate to the actual or planned business activities of the Company
(collectively, the "Developments") and all of the Employee's right, title and
interest therein, shall be the exclusive property of the Company. The Employee
hereby assigns, transfers and conveys to the Company all of his right, title and
interest in and to any and all such Developments. The Employee shall disclose
fully, as soon as practicable and in writing, all Developments to the Board. At
any time and from time to time, upon the request of the Company, the Employee
shall execute and deliver to the Company any and all instruments, documents and
papers, give evidence and do any and all other acts that, in the opinion of
counsel for the Company, are or may be necessary or desirable to document such
transfer or to enable the Company to file and prosecute applications for and to
acquire, maintain and enforce any and all patents, trademark registrations or
copyrights under United States or foreign law with respect to any such
Developments or to obtain any extension, validation, re-issue, continuance or
renewal of any such patent, trademark or copyright. The Company will be
responsible for the preparation of any such instruments, documents and papers
and for the prosecution of any such proceedings and will reimburse the Employee
for all reasonable expenses incurred by him in compliance with the provisions of
this Section 8.
9. Confidential Information.
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(a) The Employee has had and will have possession of or access to
confidential information relating to the business of the Company, including
writings, equipment, processes, drawings, reports, manuals, invention records,
financial information, business plans, customer lists, the identity of or other
facts relating to prospective customers, inventory lists, arrangements with
suppliers and customers, computer programs, or other material embodying trade
secrets, customer
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or product information or technical or business information of the Company. All
such information, other than any information that is in the public domain
through no act or omission of the Employee or which he is authorized to
disclose, is referred to collectively as the "Company Information." The Employee
shall not (i) use or exploit in any manner the Company Information for himself
or any person, partnership, association, corporation or other entity other than
the Company, (ii) remove any Company Information, or any reproduction thereof,
from the possession or control of the Company or (iii) treat Company Information
otherwise than in a confidential manner, in each such case (A) during the
Employment Term and indefinitely thereafter with respect to any Company
Information that constitutes a "trade secret" under the Uniform Trade Secrets
Act and (B) during the Employment Term and for a period of two years thereafter
in the case of other Company Information.
(b) All Company Information developed, created or maintained by the
Employee, alone or with others while employed by the Company, and all Company
Information maintained by the Employee thereafter, shall remain at all times the
exclusive property of the Company. The Employee shall return to the Company all
Company Information, and reproductions thereof, whether prepared by him or
others, that are in his possession immediately upon request and in any event
upon the completion of his employment by the Company.
10. Remedies.
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(a) The Employee expressly acknowledges that the remedy at law for any
breach of Sections 7, 8 or 9 will be inadequate and that upon any such breach or
threatened breach, the Company shall be entitled as a matter of right to
injunctive relief in any court of competent jurisdiction, in equity or
otherwise, and to enforce the specific performance of the Employee's obligations
under these provisions without the necessity of proving the actual damage to the
Company or the inadequacy of a legal remedy. Subject to paragraph (b) of this
Section 10, the rights conferred upon the Company by the preceding sentence
shall not be exclusive of, but shall be in addition to, any other rights or
remedies which the Company may have at law, in equity or otherwise.
(b) Except as set forth in paragraph (a) of this Section 10 with respect
to a breach of Section 7, 8 or 9, any claim or controversy arising out of or
relating to this Agreement, or any breach thereof, or otherwise relating to
Employee's employment, compensation and benefits with the Company, or the
termination thereof, excluding unemployment and workers' compensation, shall be
settled by arbitration in Dallas, Texas, in accordance with the Employment
Dispute Resolution Rules of the American Arbitration Association ("AAA") then in
effect to the extent provided herein, and except as modified herein; provided,
however, that (i) the "panel" of arbitrators as used in the AAA Rules shall
consist of a single arbitrator; (ii) the arbitrator shall be an attorney
licensed to practice law in Texas who has experience in employment matters;
(iii) the arbitrator shall be prohibited from disregarding, adding to or
modifying the terms of this Agreement; (iv) the arbitrator
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shall be required to follow established principles of substantive law and the
law governing burdens of proof; (v) only legally protected rights may be
enforced in arbitration; (vi) any award must be supported by substantial record
evidence and (vii) any demand for arbitration must be filed and served, if at
all, within 180 days of the occurrence of the act or omission complained of. Any
claim or controversy not submitted to arbitration in accordance with this
Section 10(b) shall be considered waived and, thereafter, no arbitrator or
tribunal or court shall have the power to rule or make any award on any such
claim or controversy. The award rendered in any arbitration proceeding held
under this Section 10(b) shall be final and binding, and judgment upon the award
may be entered in any court having jurisdiction thereof, provided it conforms to
established principles of law and is supported by substantial record evidence.
11. Indemnification.
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The Company shall indemnify the Employee (and legal representatives or
other successors) to the fullest extent permitted (including payment of expenses
in advance of final disposition of a proceeding) by the laws of the State of
Delaware, as in effect at the time of the subject act or omission, and the
Employee shall be entitled to the protection of any insurance policies the
Company may elect to maintain generally for the benefit of its directors and
officers, against all costs, charges and expenses whatsoever incurred or
sustained by him or his legal representatives at the time such costs, charges
and expenses are incurred or sustained, in connection with any action, suit or
proceeding to which he (or his legal representatives or other successors) may be
made a party by reason of his being or having been a director, officer or
employee of the Company or any subsidiary, or his serving or having served any
other enterprise as a director, officer or employee at the request of the
Company.
12. Subsequent Employment.
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The Employee's right to receive benefits under this Agreement shall not be
reduced by reason of his employment with any other employer after termination of
the Employment Term. Any compensation for services rendered or consulting fees
earned after the date of termination shall not diminish the Employee's right to
receive all amounts due hereunder. Upon termination of his employment, the
Employee shall not be obligated to provide advisory and consulting services to
the Company or its successor.
13. General.
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(a) Governing Law. The terms of this Agreement shall be governed by the
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laws of the State of Texas.
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(b) Company. For purposes of Sections 7, 8, 9 and 10, the term "Company"
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shall be deemed to include ISI, FSI and MicroDynamics, Ltd.
(c) Binding Effect. All of the terms and provisions of this Agreement
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shall be binding upon and inure to the benefit and be enforceable by the
respective heirs, representatives, successors (including any successor as a
result of a merger or similar reorganization) and assigns of the parties hereto,
except that the duties and responsibilities of the Employee hereunder are of a
personal nature and shall not be assignable in whole or in part by the Employee.
(d) Notices. All notices required to be given under this Agreement shall
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be in writing and shall be deemed to have been given when personally delivered
or when mailed by registered or certified mail, postage prepaid, return receipt
requested, or when sent by Federal Express or other overnight delivery service,
addressed as follows:
TO EMPLOYEE:
Xx. Xxxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxx Xxxxx
Xxxxxx, XX 00000
TO THE COMPANY:
DocuCorp, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Fax: (000) 000-0000
Attn.: Xxxxxxx X. Xxxxxxxx, President
(e) Entire Agreement; Modification. This Agreement constitutes the entire
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agreement of the parties hereto with respect to the subject matter hereof and
may not be modified or amended in any way except in writing by the parties
hereto.
(f) Duration. Notwithstanding the termination of the Employment Term and
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of the Employee's employment by the Company, this Agreement shall continue to
bind the parties for so long as any obligations remain under the terms of this
Agreement.
(g) Waiver. No waiver of any breach of this Agreement shall be construed
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to be a waiver as to succeeding breaches.
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(h) Severability. If any provision of this Agreement or application
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thereof to anyone under any circumstances is adjudicated to be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect any other provisions or applications of this Agreement which can be given
effect without the invalid or unenforceable provision or application and shall
not invalidate or render unenforceable such provision in any other jurisdiction.
(i) Interpretation. Unless the context of this Agreement clearly requires
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otherwise, (i) references to the plural include the singular, the singular the
plural, the part the whole, (ii) "or" has the inclusive meaning frequently
identified with the phrase "and/or," (iii) "including" has the inclusive meaning
frequently identified with the phrase "but not limited to" and (iv) references
to "hereunder" or "herein" relate to this Agreement. The section and other
headings contained in this Agreement are for reference purposes only and shall
not control or affect the construction of this Agreement or the interpretation
thereof in any respect. Section, subsection and paragraph references are to this
Agreement unless otherwise specified.
(j) Prior ISI Agreements. Any employment agreements or arrangements
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between ISI and the Employee shall terminate on the effective date of the
Merger.
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[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
hereunto duly executed this Agreement as of the day and year first written
above.
DOCUCORP, INC.
By:__________________________
Name:
Title:
_____________________________
XXXXXXX X. XXXXXXXX
Agreement only as to Section 13(j)
IMAGE SCIENCES, INC.
By:__________________________
Name:
Title:
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EXHIBIT A
FRINGE BENEFITS
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(a) Health and disability insurance for the Employee, with the same
benefits generally provided to the Company's most senior executive employees
from time to time during the Employment Term.
(b) Key Man Life Insurance for the Employee in the amount of $1,000,000.
(c) Eligibility to participate in any 401(k) savings plans maintained by
the Company during the Employment Term.
(d) Eligibility to participate in any employee stock option plan
maintained by the Company during the Employment Term.
(e) Reimbursement, in accordance with the Company's policies, upon proper
accounting, of reasonable expenses and disbursements incurred by the Employee in
the course of his duties, including the monthly fee of a mobile telephone and
charges for any business telephone calls.
(f) Paid holidays in accordance with the Company's policies.
(g) Paid vacation of four weeks per year.
A-1
EXHIBIT B
FORM OF RELEASE
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This Release is granted effective as of the ____ day of _______, 199_ by
Xxxxxxx X. Xxxxxxxx (the "Employee") in favor of DocuCorp, Inc. (the "Company").
This is the Release referred to in Section 6 of that certain Employment
Agreement dated as of January __, 1997 by and between the Company and the
Employee (the "Employment Agreement").
In consideration of the Company's promises and covenants as recited in the
Employment Agreement, with respect to which this Release is an integral part,
the Employee, for himself, his successors and assigns, now and forever, hereby
releases and discharges the Company and its officers, directors, stockholders,
employees, agents, subsidiaries, affiliates, successors, assigns, and attorneys
from any and all causes of action, suits, debts, claims, demands or liabilities,
in law or in equity, whether known or unknown or suspected to exist by the
Employee, which the Employee ever had or may now have, from the beginning of
time to the date of this Release arising from the employment relation between
the parties, including without limitations, any causes of action, suits, debts,
claims, demands or liabilities (i) in connection with any privacy right, civil
rights claim, claim for emotional and mental distress; the Employee's employment
with the Company; or the termination or that employment; or (ii) pursuant to any
federal, state, or local employment laws, regulations, executive orders, or
other requirements, including without limitation those that may relate to sex,
race or other forms of discrimination, including the Age Discrimination in
Employment Act; provided, however, that this Release covers only claims that the
Employee may have under the Age Discrimination in Employment Act as of the
effective date of this Release, but excluding from such release and discharge
any right or interest of the Employee or obligations of the Company due under or
described in the Employment Agreement pertaining to Termination, Disability or
Resignation Payments, stock options or other benefits that are contemplated
under the Employment Agreement to survive the Employment Term. Furthermore,
nothing in this Release shall modify, impair or otherwise affect any of the
Employee's rights as a stockholder or option holder of the Company.
The Employee agrees that he has carefully read this Release and is signing
it voluntarily. The Employee acknowledges that he has had twenty-one (21) days
from receipt of this Release to review it prior to signing. The Employee has the
right to revoke this release within seven (7) days from the date of its
execution by him. However, if the Employee fails to execute this Release or
revokes this Release within such seven (7) day period, no Termination Payment or
Resignation Payment, as the case may be (as such terms are defined in the
Employment Agreement), will be payable to him and he shall return to the payor
any payments thus received prior to that date.
B-1
THE EMPLOYEE HAS CAREFULLY READ THIS RELEASE AND ACKNOWLEDGES THAT IT
CONSTITUTES A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE
COMPANY UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. THE EMPLOYEE
ACKNOWLEDGES THAT HE HAS HAD A FULL OPPORTUNITY TO CONSULT WITH AN ATTORNEY OR
OTHER ADVISOR OF HIS CHOOSING CONCERNING HIS EXECUTION OF THIS RELEASE AND THAT
HE IS SIGNING THIS RELEASE VOLUNTARILY AND WITH THE FULL INTENT OF RELEASING THE
COMPANY FROM ALL SUCH CLAIMS.
B-2
