EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (the “Agreement”), is made as of this 27th
day of
September, 2007, between Xxxxxxx X. Xxxxxx (“Executive”) and Implant Sciences
Corporation (the “Company”), a Massachusetts corporation.
1. Term
of Employment.
The
Company hereby agrees to employ Executive, and Executive hereby accepts
employment with the Company, upon the terms set forth in this Agreement, for
the
period commencing as of September 27, 2007 (the “Commencement Date”) and ending
on the third anniversary of the Commencement Date, unless sooner terminated
in
accordance with the provisions of Section 5 or extended as hereinafter provided
(such period, as it may be extended or terminated, is the “Agreement Term”).
Beginning on the third anniversary of the Commencement Date, this agreement
shall continue until either party provides the other with written notice of
termination to take effect no less than ninety days after such
notice.
2. Title;
Capacity.
The
Company will employ Executive, and Executive agrees to work for the Company,
as
its President and Chief Executive Officer to perform the duties and
responsibilities inherent in such position and such other duties and
responsibilities as the Company shall from time to time assign to Executive.
Executive shall report to the Company’s Board of Directors (the “Board”) and
shall be subject to the supervision of, and shall have such authority as is
delegated by the Board, which authority shall be sufficient to perform
Executive’s duties hereunder. Executive shall devote Executive’s full business
time and reasonable best efforts in the performance of the foregoing services,
provided that Executive may accept other board memberships or service with
other
charitable organizations that are not in conflict with Executive’s primary
responsibilities and obligations to the Company.
3. Compensation
and Benefits.
3.1 Salary.
As of
the Commencement Date, the Company shall pay Executive a base salary of $275,000
per year, payable in accordance with the Company’s customary payroll practices
(the “Base Salary”). The Base Salary thereafter shall be subject to annual
review and adjustment, though it may not be decreased, as determined by the
Company in its sole discretion on the anniversary of the Commencement Date
each
year of the Agreement Term.
3.2 Annual
Incentive.
For
fiscal year 2008, Executive will be eligible to receive an annual cash bonus
in
an amount up to $75,000 subject to Executive achieving certain performance
milestones. The performance milestones for the first year of the Agreement
Term
are attached hereto as Exhibit A. The milestones for the second and subsequent
years shall be reached by mutual agreement no later than 30 days following
the
anniversary of the Commencement Date. The bonus, if payable, shall be calculated
and paid within 30 days after the attainment of each milestone.
3.3 Long-Term
Incentives.
On the
date Executive executes this Agreement, the Company shall grant Executive equity
in the form of an incentive stock option to purchase 280,000 shares of common
stock of the Company at an exercise price per share equal to the per share
fair
market value, as determined in accordance with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), of the Company’s common stock as
of the date this Agreement is executed (the “Option”). The Option shall vest in
equal installments of thirty-three and a third percent (33 1/3%) as of the
Commencement Date and on the first and second anniversaries of the Commencement
Date. The Option shall be exercisable for a period of ten years from the date
of
the grant. Any equity granted shall be governed in all respects by the Company’s
stock and equity plans in effect on the Commencement Date. The Company warrants
that any option granted to Executive shall be exempt from Section 409A of the
Code. (In the event a Change in Control occurs, as such term is defined in
the
Company’s 2004 Stock Option Plan, the Option shall accelerate and become fully
exercisable).
3.4 Fringe
Benefits.
Executive shall be entitled to participate in all bonus and benefit programs
that the Company establishes and makes available to its executive employees,
if
any, to the extent that Executive’s position, tenure, salary, age, health and
other qualifications make Executive eligible to participate, including, but
not
limited to, health care plans, short and long term disabilities plans, life
insurance plans, retirement plans, and all other benefit plans from time to
time
in effect. Executive shall also be entitled to take four (4) weeks of fully
paid
vacation in accordance with Company policy and shall be entitled to a monthly
car allowance equal to $600.00 per month.
3.5 Reimbursement
of Certain Expenses.
Executive shall be reimbursed for such reasonable and necessary business
expenses incurred by Executive while Executive is employed by the Company,
which
are directly related to the furtherance of the Company's business.
Executive will be furnished with a corporate credit card for business expenses.
The Executive must submit any request for reimbursement no later than ninety
(90) days following the date that such business expense is incurred in
accordance with the Company's reimbursement policy regarding same and business
expenses must be substantiated by appropriate receipts and documentation.
The Company may request additional documentation or a further explanation to
substantiate any business expense submitted for reimbursement, and retains
the
discretion to approve or deny a request for reimbursement. If a business expense
reimbursement is not exempt from Section 409A of the Code, any
reimbursement in one calendar year shall not affect the amount that
may be reimbursed in any other calendar year and a reimbursement (or
right thereto) may not be exchanged or liquidated for another benefit or
payment. Any business expense reimbursements subject to Section 409A of
the Code shall be made no later than the end of the calendar year following
the
calendar year in which such business expense is incurred by the
Executive.
3.6 Indemnification.
The
Company shall indemnify Executive to the fullest extent permitted under
applicable law, the Company’s charter, or any other corporate designation of
indemnity rights. Likewise, the Company shall insure Executive under the
Company’s Directors & Officer’s liability policy. Such indemnity and
insurance shall survive the termination of Executive’s employment by the
Company.
3.7 Certain
Legal Fees.
The
Company shall be responsible for reasonable legal fees in connection with the
negotiation, preparation or amendment of this Agreement.
4. Termination
of Employment Period.
The
Employment Period shall terminate upon the occurrence of any of the
following:
4.1
Termination
of the Agreement Term.
At the
expiration of the Agreement Term, but only if appropriate notice is given
pursuant to Section 1.
4.2 Termination
for Cause.
At the
election of the Company, for cause upon written notice by the Company to
Executive. For the purposes of this Section, “Cause” for termination shall be
deemed to exist upon the occurrence of any of the following:
(a) Executive’s
conviction or entry of nolo contendere to any felony or a crime involving moral
turpitude, fraud or embezzlement of Company property; or
(b) Executive’s
dishonesty, gross negligence or gross misconduct that is materially injurious
to
the Company or material breach of his duties under this Agreement, which has
not
been cured by Executive within 10 days (or longer period as is reasonably
required to cure such breach, negligence or misconduct) after he shall have
received written notice from the Company stating with reasonable specificity
the
nature of such breach.
4.3
Voluntary
Termination by the Company or for Good Reason.
At the
election of the Company, without Cause, at any time upon 30 days prior written
notice by the Company to Executive or by Executive for Good Reason (as defined
below).
4.4
Death
or Disability.
Thirty
days after the death or determination of disability of Executive. As used in
this Agreement, the determination of “disability” shall occur when Executive,
due to a physical or mental disability, for a period of 90 days in the aggregate
whether or not consecutive, during any 360-day period, is unable to perform
the
services contemplated under this Agreement. A determination of disability shall
be made by a physician satisfactory to both Executive and the Company,
provided that
if
Executive and the Company do not agree on a physician, Executive and the Company
shall each select a physician and these two together shall select a third
physician, whose determination as to disability shall be binding on all parties.
Notwithstanding the foregoing, if and only to the extent that Executive’s
disability is a trigger for the payment of deferred compensation, as defined
in
Section 409A of the Code, “disability” shall have the meaning set forth in
Section 409A(a)(2)(C) of the Code.
4.5
Voluntary
Termination by Executive.
At the
election of Executive upon not less than 30 days prior written notice by him
to
the Company.
5. Effect
of Termination.
5.1 Termination
for Cause, at the Election of Executive, at Death or Disability, or Upon
Expiration of the Agreement Term.
In the
event that Executive’s employment is terminated for Cause, upon Executive’s
death or disability, at the election of Executive, or upon the expiration of
the
Agreement Term, the Company shall have no further obligations under this
Agreement other than to pay to Executive salary and accrued vacation through
the
last day of Executive’s actual employment by the Company.
5.2 Voluntary
Termination by the Company, or for Good Reason.
In the
event that Executive’s employment is terminated without Cause, or Executive’s
resignation for Good Reason, beginning immediately after the date of such
termination, the Company shall continue to pay to Executive the annual Base
Salary then in effect for twelve (12) months on a regular payroll basis. In
addition to the foregoing amounts, the Company shall pay Executive in a single
lump sum, immediately upon the effective date of the release described herein,
payment for accrued but untaken vacation days, and a pro rata portion of any
bonus for the year in which termination occurs. In addition, the Company shall
continue Executive’s coverage under and its contributions towards Executive’s
health care, dental, life insurance benefits on the same basis as immediately
prior to the date of termination, except as provided below, for twelve months
from the last day of Executive’s employment. Notwithstanding the foregoing,
subject to any overriding laws, the Company shall not be required to provide
any
health care, dental, disability or life insurance benefit otherwise receivable
by Executive if Executive is actually covered or becomes covered by an
equivalent benefit (at the same cost to Executive, if any) from another source.
Any such benefit made available to Executive shall be reported to the Company.
No benefits shall be payable under this provision until after the effective
date
of a release that Executive executes in favor of the Company substantially
in
the form annexed hereto as Exhibit B.
5.3
Notwithstanding
any other provision with respect to the timing of payments under Section 5.2,
if, at the time of the Executive’s termination, the Executive is deemed to be a
“specified employee” of the Company within the meaning of Section
409A(a)(2)(B)(i) of the Code, then only to the extent necessary to comply with
the requirements of Section 409A of the Code, any payments to which the
Executive may become entitled under Section 5.2 which are subject to Section
409A of the Code (and not otherwise exempt from its application) will be
withheld until the first business day of the seventh month following the date
of
termination, at which time the Executive shall be paid an aggregate amount
equal
to six months of payments otherwise due to the Executive under the terms of
Section 5.2, as applicable. After the first business day of the seventh month
following the date of termination and continuing each month thereafter, the
Executive shall be paid the regular payments otherwise due to the Executive
in
accordance with the terms of Section 5.2, as thereafter applicable.
5.4 Upon
Executive’s termination without Cause other than upon termination at the end of
the term of this agreement, or as a result of Executive’s resignation for Good
Reason, all Options then held by Executive shall be accelerated and become
fully
vested and exercisable as of the date of Executive’s termination.
5.5 As
used
in this Agreement, “Good
Reason”
means,
without Executive’s written consent, (a) the assignment to Executive of duties
inconsistent in any material respect with the duties of a Chief Executive
Officer; (b) a material reduction in Base Salary or other benefits; or (c)
relocation to an office more than fifty miles outside the Company’s current
location in the greater Boston area. Notwithstanding the occurrence of any
of
the events enumerated in this paragraph, an event shall not be deemed to
constitute Good Reason if, (i) Executive does not report the conditions which
the Executive believes to be good reason to the Company within 45 days of such
conditions occurring and (ii) within 30 days after the Executive provides notice
of Good Reason to the Company, the Company has fully corrected such Good Reason
and made the Executive whole for any such losses.
6. Nondisclosure
and Noncompetition.
6.1 Proprietary
Information.
(a) Executive
agrees that all information and know-how, whether or not in writing, of a
private, secret or confidential nature concerning the Company’s business or
financial affairs (collectively, “Proprietary Information”) is and shall be the
exclusive property of the Company. By way of illustration, but not limitation,
Proprietary Information may include inventions, products, processes, methods,
techniques, formulas, designs, drawings, slogans, tests, logos, ideas,
practices, projects, developments, plans, research data, financial data,
personnel data, computer programs and codes, and customer and supplier lists.
Executive will not disclose any Proprietary Information to others outside the
Company except in the performance of his duties or use the same for any
unauthorized purposes without written approval by an officer of the Company,
either during or after his employment, unless and until such Proprietary
Information has become public knowledge or generally known within the industry
without fault by Executive, or unless otherwise required by law.
(b) Executive
agrees that all files, letters, memoranda, reports, records, data, sketches,
drawings, laboratory notebooks, program listings, or other written,
photographic, electronic or other material containing Proprietary Information,
whether created by Executive or others, which shall come into his custody or
possession, shall be and are the exclusive property of the Company to be used
by
Executive only in the performance of his duties for the Company.
(c) Executive
agrees that his obligation not to disclose or use information, know-how and
records of the types set forth in paragraphs (a) and (b) above, also extends
to
such types of information, know-how, records and tangible property of
subsidiaries and joint ventures of the Company, customers of the Company or
suppliers to the Company or other third parties who may have disclosed or
entrusted the same to the Company or to Executive in the course of the Company’s
business.
6.2
Inventions
(a)
Disclosure.
Executive shall disclose promptly to an officer or to attorneys of the Company
in writing any idea, invention, work of authorship, whether patentable or
unpatentable, copyrightable or uncopyrightable, including, but not limited
to,
any computer program, software, command structure, code, documentation,
compound, genetic or biological material, formula, manual, device, improvement,
method, process, discovery, concept, algorithm, development, secret process,
machine or contribution (any of the foregoing items hereinafter referred to
as
an "Invention") Executive may conceive, make, develop or work on, in whole
or in
part, solely or jointly with others. The disclosure required by this Section
applies (a) during the period of Executive’s employment with the Company and for
one year thereafter; (b) with respect to all Inventions whether or not they
are
conceived, made, developed or worked on by Executive during Executive’s regular
hours of employment with the Company; (c) whether or not the Invention was
made
at the suggestion of the Company; (d) whether or not the Invention was reduced
to drawings, written description, documentation, models or other tangible form;
and (e) whether or not the Invention is related to the general line of business
engaged in by the Company.
(b)
Assignment
of Inventions to Company; Exemption of Certain Inventions.
Executive hereby assigns to the Company without royalty or any other further
consideration Executive’s entire right, title and interest in and to all
Inventions which Executive conceives, makes, develops or works on during
employment and for one year thereafter, except those Inventions that Executive
develops entirely on Executive’s own time after the date of this Agreement
without using the Company's equipment, supplies, facilities or trade secret
information unless those Inventions either (a) relate at the time of conception
or reduction to practice of the Invention to the Company's business, or actual
or demonstrably anticipated research or development of the Company; or (b)
result from any work performed by Executive for the Company.
(c) Records.
Executive will make and maintain adequate and current written records of all
Inventions. These records shall be and remain the property of the
Company.
(d)
Patents.
Subject
to Section 6.4, Executive will assist the Company in obtaining, maintaining
and
enforcing patents and other proprietary rights in connection with any Invention
covered by Section 6.1. Executive further agrees that his obligations under
this
Section shall continue beyond the termination of his employment with the
Company, but if he is called upon to render such assistance after the
termination of such employment, he shall be entitled to a fair and reasonable
rate of compensation for such assistance. Executive shall, in addition, be
entitled to reimbursement of any expenses incurred at the request of the Company
relating to such assistance.
6.3
Prior
Contracts and Inventions; Information Belonging to Third Parties.
Executive represents that there are no contracts to assign Inventions between
any other person or entity and Executive. Executive further represents that
(a)
Executive is not obligated under any consulting, employment or other agreement
which would affect the Company's rights or my duties under this Agreement,
(b)
there is no action, investigation, or proceeding pending or threatened, or
any
basis therefor known to me involving Executive’s prior employment or any
consultancy or the use of any information or techniques alleged to be
proprietary to any former employer, and (c) the performance of Executive’s
duties as an employee of the Company will not breach, or constitute a default
under any agreement to which Executive is bound, including, without limitation,
any agreement limiting the use or disclosure of proprietary information acquired
in confidence prior to engagement by the Company. Executive will not, in
connection with Executive’s employment by the Company, use or disclose to the
Company any confidential, trade secret or other proprietary information of
any
previous employer or other person to which Executive is not lawfully entitled.
6.4
Noncompetition
and Nonsolicitation.
(a) During
the Employment Period and for a period of twelve (12) months after the
termination of Executive’s employment with the Company for any reason, Executive
will not directly or indirectly, absent the Company’s prior written approval,
render services of a business, professional or commercial nature to any other
person or entity in the area of trace explosives detection surface modification
services to the medical device and semiconductor industries or such other
services or products provided by the Company a the time employment terminates
in
the (same geographical area where the Company does business at the time this
covenant is in effect) (or where the Company has made, as of the effective
date
of termination, active plans to do business), whether such services are for
compensation or otherwise, whether alone or in conjunction with others, as
an
employee, as a partner, or as a shareholder (other than as the holder of not
more than 1% of the combined voting power of the outstanding stock of a public
company), officer or director of any corporation or other business entity,
or as
a trustee, fiduciary or in any other similar representative
capacity.
(b) During
the Employment Period and for a period of twelve (12) months after the
termination of Executive’s employment for any reason, Executive will not,
directly or indirectly, recruit, solicit or induce, or attempt to recruit,
solicit or induce any employee or employees of the Company to terminate their
employment with, or otherwise cease their relationship with, the
Company.
(c) During
the Employment Period and for a period of twelve (12) months after termination
of Executive’s employment for any reason, Executive will not, directly or
indirectly, contact, solicit, divert or take away, or attempt to solicit,
contact, divert or take away, the business or patronage of any of the clients,
customers or accounts, or prospective clients, customers or accounts, of the
Company.
6.5
If
any
restriction set forth in this Section is found by any court of competent
jurisdiction to be unenforceable because it extends for too long a period of
time or over too great a range of activities or in too broad a geographic area,
it shall be interpreted to extend only over the maximum period of time, range
of
activities or geographic area as to which it may be enforceable.
6.6 The
restrictions contained in this Section are necessary for the protection of
the
business and goodwill of the Company and are considered by Executive to be
reasonable for such purpose. Executive agrees that any breach of this Section
will cause the Company substantial and irrevocable damage and therefore, in
the
event of any such breach, in addition to such other remedies which may be
available, the Company shall have the right to seek specific performance and
injunctive relief. The Company shall be entitled to recover its reasonable
attorneys’ fees in the event it prevails in such an action. In addition, the
Company’s obligation to pay Executive the amount set fourth in Section 5.2(b)
shall terminate in the event Executive breaches any terms and conditions in
Section 6.
7. Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties and supersedes
all prior agreements and understandings, whether written or oral relating to
the
subject matter of this Agreement.
8. Amendment.
This
Agreement may be amended or modified only by a written instrument executed
by
both the Company and Executive.
9. Governing
Law.
This
Agreement shall be construed, interpreted and enforced in accordance with the
laws of the Commonwealth of Massachusetts without regard to principles of
conflicts of laws thereunder.
10. Notices.
Any
notice or other communication required or permitted by this Agreement to be
given to a party shall be in writing and shall be deemed given if delivered
personally or by commercial messenger or courier service, or mailed by U.S.
registered or certified mail (return receipt requested), or sent via facsimile
(with receipt of confirmation of complete transmission) to the party at the
party’s last known address or facsimile number or at such other address or
facsimile number as the party may have previously specified by like notice.
If
by mail, delivery shall be deemed effective 3 business days after mailing in
accordance with this Section.
11. Successors
and Assigns.
11.1 Assumption
by Successors.
The
Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company to assume in writing prior to such succession and
to
agree to perform its obligations under this Agreement in the same manner and
to
the same extent that the Company would be required to perform it if no such
succession had taken place. Successions by virtue of the sale of stock shall
be
governed by operation of law.
11.2
Successor
Benefits.
This
Agreement shall be binding upon and inure to the benefit of both parties and
their respective successors and assigns, including any corporation into which
the Company may be merged or which may succeed to its assets or business,
provided,
however,
that
the obligations of Executive are personal and shall not be assigned by
him.
12. Miscellaneous.
12.1 No
Waiver.
No delay
or omission by the Company in exercising any right under this Agreement shall
operate as a waiver of that or any other right. A waiver or consent given by
the
Company on any one occasion shall be effective only in that instance and shall
not be construed as a bar or waiver of any right on any other
occasion.
12.2
Severability.
In case
any provision of this Agreement shall be invalid, illegal or otherwise
unenforceable, the validity, legality and enforceability of the remaining
provisions shall in no way be affected or impaired thereby.
12.3
Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original but all of which together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year set forth above.
/s/
Xxxxxxx X.
Xxxxxx
XXXXXXX
X. XXXXXX
Date
executed:
12/10/07________________
IMPLANT
SCIENCES
CORPORATION
By: /s/
Xxxxxxx Xxxxxxxx
Xxxxxxx
Xxxxxxxx,
Director
Date
executed: _12/12/07_______________
Exhibit
A
Milestones
1. Executive’s
successful presentation of the Strategic Plan and the Board of Director’s formal
acceptance of such Plan - $25,000
2. Executive’s
settlement of OSI lawsuit to the satisfaction of the Board of Directors -
$25,000
3. The
third
milestone shall be the attainment of $7,000,000 in Security Group revenues
in
fiscal year 2008 and prorated there from with a minimum floor of $5,000,000
needed to qualify - $25,000.
Exhibit
B
1. Your
Release of Claims.
You
hereby agree and acknowledge that by signing this Agreement, and for other
good
and valuable consideration, you are waiving your right to assert any and all
forms of legal claims against the Company1 /
of any
kind whatsoever, whether known or unknown, arising from the beginning of time
through the date you execute this Agreement (the “Execution Date”). Except as
set forth below, your waiver and release herein is intended to bar any form
of
legal claim, complaint or any other form of action (jointly referred to as
“Claims”) against the Company seeking any form of relief including, without
limitation, equitable relief (whether declaratory, injunctive or otherwise),
the
recovery of any damages, or any other form of monetary recovery whatsoever
(including, without limitation, back pay, front pay, compensatory damages,
emotional distress damages, punitive damages, attorneys fees and any other
costs) against the Company, for any alleged action, inaction or circumstance
existing or arising through the Execution Date.
Without
limiting the foregoing general waiver and release, you specifically waive and
release the Company from any Claim arising from or related to your prior
employment relationship with the Company or the termination thereof, including,
without limitation:
|
**
|
Claims
under any state or federal discrimination, fair employment practices
or
other employment related statute, regulation or executive order (as
they
may have been amended through the Execution Date) prohibiting
discrimination or harassment based upon any protected status including,
without limitation, race, national origin, age, gender, marital status,
disability, veteran status or sexual orientation. Without limitation,
specifically included in this paragraph are any Claims arising under
the
Age Discrimination in Employment Act, Title VII of the Civil Rights
Act of
1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans
With
Disabilities Act and any similar Federal and state
statute.
|
|
**
|
Claims
under any other state or federal employment related statute, regulation
or
executive order (as they may have been amended through the Execution
Date)
relating to wages, hours or any other terms and conditions of employment.
|
|
**
|
Claims
under any state or federal common law theory including, without
limitation, wrongful discharge, breach of express or implied contract,
promissory estoppel, unjust enrichment, breach of a covenant of good
faith
and fair dealing, violation of public policy, defamation, interference
with contractual relations, intentional or negligent infliction of
emotional distress, invasion of privacy, misrepresentation, deceit,
fraud
or negligence.
|
|
**
|
Any
other Claim arising under state or federal
law.
|
You
acknowledge and agree that, but for providing this waiver and release, you
would
not be receiving the economic benefits being provided to you under the terms
of
this Agreement.
It
is the
Company’s desire and intent to make certain that you fully understand the
provisions and effects of this Agreement. To that end, you have been encouraged
and given the opportunity to consult with legal counsel for the purpose of
reviewing the terms of this Agreement. Also, because you are over the age of
40,
the Age Discrimination in Employment Act (“ADEA”), which prohibits
discrimination on the basis of age, allows you at least twenty-one (21) days
to
consider the terms of this Agreement. ADEA also allows you to rescind your
assent to this Agreement if, within seven (7) days after you sign this
Agreement, you deliver by hand or send by mail (certified, return receipt and
postmarked within such 7 day period) a notice of rescission to the Company.
The
eighth day following your signing of this Agreement is the Effective
Date.
Also,
consistent with the provisions of the Federal Discrimination Laws, nothing
in
this release shall be deemed to prohibit you from challenging the validity
of
this release under the discrimination laws (the “Federal Discrimination Laws”)
or from filing a charge or complaint of employment-related discrimination with
the Equal Employment Opportunity Commission (“EEOC”), or from participating in
any investigation or proceeding conducted by the EEOC. Further, nothing in
this
release or Agreement shall be deemed to limit the Company’s right to seek
immediate dismissal of such charge or complaint on the basis that your signing
of this Agreement constitutes a full release of any individual rights under
the
Federal Discrimination Laws, or to seek restitution to the extent permitted
by
law of the economic benefits provided to you under this Agreement in the event
that you successfully challenge the validity of this release and prevail in
any
claim under the Federal Discrimination Laws.
By:__________________________
Employee
Date
signed: _____________
4203193v.1
1/
For
purposes of this Agreement, the Company includes the Company and any of
its
divisions, affiliates (which means all persons and entities directly or
indirectly controlling, controlled by or under common control with the
Company),
subsidiaries and all other related entities, and its and their directors,
officers, employees, trustees, agents, successors and
assigns.
