Exhibit 10(n)
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AGREEMENT BETWEEN
ELECTRONIC DATA SYSTEMS CORPORATION
AND
XXXX X. XXXXXXXXX
This Agreement between EDS (hereinafter defined), and Xxxx X. Xxxxxxxxx
("Executive") is entered into on the Effective Date (hereinafter defined).
I. RECITALS
1. Executive has been employed as an executive of EDS and in such capacity has
obtained trade secrets, and highly confidential business, technological,
customer, and strategic information, as well as business and other information
relating to the internal affairs of EDS.
2. Executive desires to retire from EDS. In conjunction with Executive's desire,
and pursuant to the terms hereof, Executive will receive substantial
compensation and other benefits from EDS that otherwise would not be available
to him.
3. It is the desire of both parties that the remainder of Executive's employment
at EDS, and his subsequent retirement from EDS, be conducted in an amicable
manner and without undue prejudice to either party.
4. During his tenure at EDS, Executive has been entrusted with, acquired, or
developed substantial knowledge and expertise of a special nature relating to
the business, financial and functional areas of EDS, as well as information and
knowledge concerning EDS' internal business affairs.
5. As set forth below, EDS is providing the Executive benefits of substantial
value under the Agreement, and Executive agrees to be strictly bound by the
terms hereof.
THEREFORE, in order to set forth the terms, conditions and covenants
upon which the parties have agreed, EDS and Executive agree as follows:
II. CERTAIN DEFINITIONS.
1. "EDS" shall mean Electronic Data Systems Corporation, a Delaware corporation,
and all of its direct and indirect subsidiaries and affiliated entities and
successors and assigns thereof.
2. "EDS Information" shall mean all business information, financial information,
technological information, intellectual property, trade secrets, and customer
information belonging to EDS or relating to EDS' internal affairs, or
information relating to its business, technology and customers which is not
available to the general public.
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3. The term "Participate" shall mean lending one's name to, acting as a
consultant or advisor to, being retained or employed by, or acquiring any direct
or indirect interest in any business or enterprise, whether as a stockholder,
partner, officer, director, employee or otherwise (other than by ownership of
less than two percent of the stock of a publicly-held corporation).
4. Subject to the approval of the EDS Board of Directors and/or the Compensation
and Benefits Committee of the EDS Board of Directors, the term "Effective Date"
shall be the later of December 1, 1998, or the date seven days after Executive
signs the Agreement on the signature page below. Absent the approval of the EDS
Board of Directors and/or the Compensation and Benefits Committee of the EDS
Board of Directors, this Agreement shall be null and void and of no force and/or
effect.
III. TERMS
1. Change of Status and Subsequent Termination of Employment. Pursuant to his
request, as of December 31, 1998, Executive shall resign from all positions held
by him at EDS as an officer, director, and/or employee. On January 1, 1999,
Executive will retire from EDS. Executive shall have the right to review and
approve, prior to publication, any press releases that are issued by EDS to
announce Executive's retirement from EDS. However, Executive acknowledges he
shall not have the right to unreasonably withhold his approval regarding any
such press releases. From January 1, 1999 until December 31, 2000, Executive
agrees he shall act as a consultant and provide EDS with advice, information,
guidance, and assistance as reasonably requested.
2. Non-Competition and Other Conduct. Executive acknowledges and agrees that
under the terms and provisions of this Agreement, and in consideration for
compliance with the terms, conditions and covenants hereunder, he will receive
benefits from EDS that would not otherwise be available to him, and that such
benefits are substantial and material. Executive further acknowledges and agrees
that in the course of his employment with EDS he has been entrusted with, and
been privy to, sensitive, privileged and confidential EDS Information, and as an
executive of EDS has participated in the legal affairs, management, strategic
planning and development of the business and services of EDS, the analysis of
the needs and requirements of EDS' customers, and other similar matters that, if
discussed, communicated, or disclosed to third parties or used in competition
with EDS, would be highly detrimental to EDS. In addition, Executive has been
entrusted with, and has obtained, EDS Information. Accordingly, Executive agrees
to the following provisions and covenants:
2.1 Non-Competition and Other Restrictions. For the period of time that
Executive is receiving cash or stock benefits pursuant to Subsection 4 hereof or
for two years following Executive's resignation from EDS, whichever is longer,
Executive will not (without EDS' express written waiver), directly or
indirectly, engage in the following conduct:
a. Participate in any activities as or for a competitor of EDS (i)
which are the same or similar to the duties performed by
Executive at any time during the 12-month period preceding his
separation from EDS; or (ii) which involve
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the use of any EDS Information which Executive has received,
obtained or acquired during, or as a consequence of, his
employment with EDS;
b. Participate in the direction of the business, affairs or policies
of a competitor of EDS, whether by way of serving in a position
as a director or senior executive or by way of the exercise or
potential exercise of voting power of securities of such
competitor (other than by ownership of less than two percent of
the stock of a publicly-held corporation);
c. Become employed by or act as a consultant or advisor to any
current EDS customer or become employed by or act as a consultant
or advisor to any prospective EDS customer (for purposes of this
subparagraph (c), prospective EDS customer shall mean any person
or entity with whom EDS is at the time actively negotiating a
contract). Despite the foregoing, this subparagraph (c) shall not
prohibit Executive from continuing to be employed by or
continuing to act as a consultant or advisor to any person or
entity that was not an EDS customer or prospective EDS customer
at the time Executive became employed by or began acting as a
consultant or advisor to such person or entity.
d. Participate in the inducement of or otherwise encourage EDS
employees, customers, or vendors to breach, modify, or terminate
any agreement or relationship they may have with EDS;
e. Participate voluntarily with or provide assistance or information
to any person or entity that is involved in (i) negotiations with
EDS involving a contract or services to be rendered by EDS; or
(ii) a potential or existing business or legal dispute with EDS,
including, but not limited to, litigation, except as may
otherwise be required by law;
f. Hire, attempt to hire or assist any other person or entity in
hiring or attempting to hire any person who was an EDS employee
within the preceding six-month period;
g. Solicit, divert, or take away, in competition with EDS, the
business or patronage of any current EDS customer or any
prospective EDS customer (for purposes of this subparagraph (g),
prospective EDS customer shall mean any person or entity with
whom EDS is at the time actively negotiating a contract). Despite
the foregoing, this subparagraph (g) shall not prohibit Executive
from continuing to provide services to any person or entity that
was not in competition with EDS at the time Executive began
providing services to such person or entity.
With regard to the prohibitions contained in Subsections 2.1(a), (b), and (c) of
Section III of this Agreement, EDS agrees it shall exercise good faith in
considering Executive's requests for written waivers, and EDS agrees that its
decisions in that regard shall be reasonable and based on rational
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business concerns and/or judgment. In the event Executive wishes to request a
waiver of any provision of this Subsection 2.1, he shall do so in writing
addressed to the Vice President & General Counsel of EDS. Upon receipt of a
written request from Executive for a waiver, EDS shall respond in writing within
five (5) business days of receipt of the request.
2.2 Other Conduct. Executive will not discuss, disclose, communicate,
or use for any purpose any EDS Information. (By way of example and not by way of
limitation, absent written approval from EDS, Executive shall not publish any
books or articles related to EDS Information and shall not grant interviews
and/or make public appearances regarding his employment at EDS). Except for any
interviews and/or written statements EDS may request Executive to participate in
and/or provide that are associated with his retirement from EDS, Executive
agrees that absent written approval by EDS, he shall make no public statements
nor publish in any form any information related to his retirement and/or pending
retirement from EDS. Executive further agrees he will not commit any act or make
any statement that is, or could reasonably be interpreted as, detrimental to the
business, reputation, or good will of EDS, including disparaging or embarrassing
EDS or its officers, directors, agents, attorneys and other personnel, or
discussing EDS Information with any third parties. However, Subsection 2.2 shall
not prohibit Executive from communicating to third parties general information
about his duties and responsibilities while employed by EDS, general information
about EDS that is available to the general public, and general information about
the positions he held while employed by EDS. No later than December 31, 1998,
Executive shall return to EDS all EDS property and documents and other tangible
items of or containing EDS Information which are in Executive's possession,
custody or control. EDS and Executive acknowledge that the terms of this
Subsection 2.2 shall not preclude Executive from providing truthful testimony if
mandated by subpoena or court order to do so. EDS further agrees that
Executive's providing truthful testimony pursuant to subpoena or court order
shall not constitute a violation and/or breach of this Agreement.
2.3 Remedies. If the scope of any provision contained in Subsection 2
of Section III of this Agreement is too broad to permit enforcement of such
provision to its full extent, then such provision shall be reformed and/or
modified to exclude the unenforceable language, and enforced as reformed or
modified to the maximum extent permitted by law, in any proceedings brought to
enforce such provision. Subject to the provisions of the foregoing sentence,
whenever possible, each provision of Subsection 2 of Section III of this
Agreement will be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of the Agreement is held to be
prohibited by or invalid under applicable law, such provision, to the extent of
such prohibition or invalidity, shall be deemed not to be a part of the
Agreement, and shall not invalidate the remainder of such provision or the
remaining provisions of the Agreement. Executive understands and agrees that EDS
would be irreparably damaged in the event that the provisions of Subsection 2 of
Section III of this Agreement are violated. Accordingly, and subject to the
notice requirements in Subsection 14 of Section III of this Agreement, if
applicable, Executive agrees that EDS shall be entitled (in addition to any
other remedy to which it may be entitled, at law or in equity) to an injunction
or injunctions to redress breaches of the Agreement and to specifically enforce
the terms and provisions hereof. In the event of litigation pursuant to
Subsection 2 of Section III of this Agreement, the prevailing party shall be
entitled to recover its attorney's fees from the other party.
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3. Cooperation. Executive covenants and agrees that from and after the Effective
Date, he will cooperate fully with EDS, its officers, employees, agents,
affiliates and attorneys in the defense or prosecution of any lawsuit, dispute,
investigation or other legal proceedings or any preparation for any such
disputes or proceedings that may exist, be anticipated, or threatened
("Proceedings") related to EDS business during the period of Executive's
employment with EDS. Executive further covenants and agrees that he will
cooperate fully with EDS, its officers, employees, agents, affiliates and
attorneys on any other matter ("Matters") related to EDS business during the
period of Executive's employment with EDS. Executive also covenants and agrees
he will cooperate fully with EDS, its officers, employees, agents, affiliates
and attorneys in responding to any form of media inquiry or in making any form
of public comment related to his employment at EDS, including, but not limited
to, his retirement or pending retirement from EDS.
Such cooperation shall include providing true and accurate information or
documents concerning, or affidavits or testimony about, all or any matters at
issue in any Proceedings/Matters as shall from time to time be requested by EDS,
and shall be within the knowledge of Executive. Such cooperation shall be
provided by Executive without remuneration, but Executive shall be entitled to
reimbursement for all reasonable and appropriate expenses incurred by him in so
cooperating, including (by way of example and not by way of limitation) airplane
fares, hotel accommodations, meal charges and other similar expenses to attend
Proceedings/Matters outside of the city of Executive's residence. In the event
Executive is made aware of any issue or matter related to EDS, is asked by a
third party to provide information regarding EDS, or is called other than by EDS
as a witness to testify in any matter related to EDS, Executive will notify EDS
within three (3) business days in order to give EDS a reasonable opportunity to
respond and/or participate in such Proceeding/Matter. EDS shall provide
Executive with reasonable, under the circumstances, notice of the need for his
cooperation and shall reasonably attempt to accommodate his schedule.
4. Compensation, Benefits and Other Consideration to be Received by Executive.
Following the Effective Date of the Agreement and subject to Executive's ongoing
compliance with the terms, conditions, and covenants in this Agreement (but
subject to the limitations of Paragraph 14 of Section III), Executive shall be
entitled to the following compensation, benefits and other consideration to be
paid or conveyed pursuant to the terms, conditions and covenants in this
Agreement, as set forth below:
a. Executive's current salary ($500,000.00 per annum), which will be paid
semi-monthly, and other benefits, including (by way of example and not
by way of limitation) health and dental benefits provided to other EDS
executives, will be continued through December 31, 1998.
b. From January 1, 1999 until December 31, 2000, Executive shall receive
from EDS twenty-four (24) monthly payments in the amount of
$41,667.00, which combined shall total $1,000,008.00. Executive agrees
to pay all federal, state and local taxes associated with such
payments. Such monthly payments shall be made to Executive on or
before the tenth of each month.
c. In January of 1999, Executive will receive a residual bonus in the
amount of $143,750.00, less all applicable deductions.
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d. The shares of EDS common stock awarded to Executive under the
provisions of the 1984 Electronic Data Systems Corporation Stock
Incentive Plan (SIP), which was restated in its entirety as set forth
in the 1996 Incentive Plan of Electronic Data Systems Corporation
(1996 Incentive Plan). Such shares are scheduled for vesting in the
years 1999 through 2008 (414,000 shares in the aggregate), and shall
vest according to the following schedule:
1994 1997
Dates of Agreement Agreement
Vesting Shares Shares Total Shares
-------- -------------- --------- ------------
March of 1999 12,000 25,000 37,000
March of 2000 12,000 25,000 37,000
March of 2001 12,000 25,000 37,000
March of 2002 12,000 25,000 37,000
March of 2003 12,000 25,000 37,000
March of 2004 12,000 25,000 37,000
March of 2005 12,000 25,000 37,000
March of 2006 0 25,000 25,000
March of 2007 0 50,000* 50,000
March of 2008 0 0 0
August of 2008 80,000 0 80,000
TOTAL 414,000
*The 50,000 shares of stock scheduled for vesting in March of 2007
consist of 25,000 shares that did not vest in March of 1998. Executive
shall vest in the 25,000 shares of stock tentatively scheduled for
vesting in March of 1998 at the same time as other similarly situated
EDS officers vest in such
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shares. However, Executive shall vest in such shares no later than
March of 2007.
e. The above-referenced shares shall vest pursuant to and in
accordance with the terms of the SIP as restated as the 1996
Incentive Plan and the individual agreements with the Executive
awarding such shares, excluding the performance objective
contingency contained in Paragraph 2(a)(i) and the
contingencies/restrictions contained in Paragraphs 3(c), 3(e) and
3(g) of Executive's Restricted Stock Unit Agreement dated May 2,
1994 (1994 Agreement), and further excluding the performance
objective contingency contained in Paragraph 2(a) and the
contingencies contained in Paragraphs 2(b), 3(a), 3(b), 3(c),
3(d), the provisions of Paragraph 2(c) unless the Compensation
and Benefits Committee (Committee) of the EDS Board of Directors
(Board) exercises its discretion to accelerate the vesting of the
shares, and the 24-month sales restriction set forth in Paragraph
4 of Executive's 1996 Incentive Plan Restricted Stock Unit
Agreement dated January 3, 1997 (1997 Agreement). The parties
recognize and affirm that this Agreement constitutes an agreement
of the Committee and/or Board acting pursuant to the terms of the
SIP and the 1996 Incentive Plan to vest all shares as provided
herein, which vesting schedule is authorized in Section 6(b) of
the 1996 Incentive Plan, Paragraph 3(f) of the 1994 Agreement,
and Paragraph 2(c) of the 1997 Agreement.
f. The option shares of EDS common stock awarded to Executive under
the provisions of the 1996 Incentive Plan Nonqualified Stock
Option Agreement dated December 17, 1996 (1996 Incentive Plan
Nonqualified Agreement) (500,000 shares in the aggregate), shall
become exercisable pursuant to and in accordance with the 1996
Incentive Plan and the 1996 Incentive Plan Nonqualified Agreement
awarding such option shares, excluding the contingencies
contained in Paragraph 3 of the 1996 Incentive Plan Nonqualified
Agreement. Additionally, and irrespective of the language
contained in Paragraph 5 of the 1996 Incentive Plan Nonqualified
Agreement, Executive shall be permitted to change the beneficiary
designation after terminating his employment.
g. Subject to and limited by the express terms of the respective
controlling plan documents, commencing January 1, 1999,
Executive's retirement benefits under the EDS Retirement Plan,
the EDS Benefit Restoration Plan and a supplemental executive
retirement benefit shall be paid in the annual amounts as stated
herein: (1) Executive shall be paid an annual single life annuity
payment from the EDS Retirement Plan equal to $59,189.28, or its
actuarial equivalent; (2) Executive shall be paid an annual
single life annuity payment from the EDS Benefit Restoration Plan
equal to $208,425.00 or the actuarial equivalent thereof, and;
(3) Executive shall be paid an annual single life annuity
supplemental executive retirement benefit payment in the amount
of $159,303.36, or the actuarial equivalent. The total of such
annual payments when calculated as a single life annuity shall
not be less than $426,917.64. Such payments shall be made in the
manner and method as provided by the controlling plan and payable
to the Executive or the Executive's beneficiary in accordance
with the express terms and conditions of the controlling plan
documents.
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For purposes of this agreement the term "actuarial equivalent"
shall have the same meaning as designated by the EDS Retirement
Plan at the time benefits commence.
The foregoing compensation, benefits and other consideration to be received by
Executive constitute his sole and exclusive rights to any payments or benefits
from EDS, and Executive shall receive no consideration or benefits other than
those expressly granted herein, except for benefits to which he is entitled
under any EDS plan qualified under Section 401(a) of the Internal Revenue Code,
including the EDS Retirement Plan and the EDS 401(k) Plan (cumulatively referred
to as "Qualified Plans") and pursuant to COBRA.
5. Change In Control. In the event EDS experiences a change in control (as
defined in Appendix "A") at anytime prior to August 1, 2008, sixty (60) days
thereafter, Executive shall be provided with immediate vesting and
exercisability of, and termination of any restrictions on sale or transfer
(other than any such restriction arising by operation of law) with respect to
each and every stock option, restricted stock award, restricted stock unit
award, and other equity-based award that is then outstanding, including, but not
limited to, the stock referred to in Subsection 4 of Section III of this
Agreement.
6. Indemnification of Executive. EDS agrees to indemnify Executive pursuant to
the terms of the Indemnification Agreement dated March 12, 1996.
7. Effect of Executive's Death. In the event of Executive's death, his estate
shall receive, if not already delivered, the compensation, benefits, and other
consideration set forth in Subsection 4 of Section III of this Agreement.
Benefits payable under any Qualified Plan and the EDS Benefits Restoration Plan
shall be paid in such form and to such beneficiary as elected by Executive in
accordance with the terms of the respective plans. The supplemental executive
retirement benefit payable hereunder shall be paid in such form and to such
beneficiary as elected under the EDS Retirement Plan.
8. Complete Release. It is understood and agreed by the parties that except as
specifically set forth in this Agreement, EDS shall not be required to pay any
amount or provide any benefit to Executive. As of the Effective Date of this
Agreement, Executive hereby releases EDS, and the employees, agents, attorneys,
officers and directors of EDS, from all claims or demands Executive may have
based on Executive's employment with EDS or the termination of that employment.
As of the Effective Date of this Agreement, Executive also releases EDS, and the
employees, agents, attorneys, officers and directors of EDS, from all other
claims, contracts or causes of action of any nature whatsoever, that he has or
may have, whether accrued or contingent, and whether known or unknown. Such
release includes, but is not limited to, a release of any rights or claims
Executive may have under the Change of Control Employment Agreement dated June
26, 1996; the Age Discrimination in Employment Act, which prohibits age
discrimination in employment; Title VII of the Civil Rights Act of 1964, as
amended by the Civil Rights Act of 1991, which prohibits discrimination in
employment based on race, color, national origin, religion or sex; the Equal Pay
Act, which prohibits paying men and women unequal pay for equal work; the
Americans with Disabilities Act of 1990, which prohibits discrimination against
disabled persons; or any other federal, state or local laws or regulations
prohibiting employment discrimination. This also includes a release by Executive
of any claims for wrongful discharge or workplace torts.
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This release agreement does not include a release of (i) Executive's right, if
any, to pension, retiree health or similar benefits under EDS' standard
retirement program, (ii) any rights or claims that Executive may have under the
Age Discrimination in Employment Act which arise after the date Executive signs
this Agreement, or (iii) any rights or claims Executive may have pursuant to the
terms of this Agreement or any EDS Plan subject to the Employment Retirement
Income Security Act of 1974.
9. Period for Review and Consideration of Agreement. Executive understands he
has been given a period of 21 days to review and consider this Agreement before
signing it. Executive further understands he may use as much of the 21 day
period as he wishes prior to signing.
10. Encouragement to Consult with Attorney. Executive acknowledges he was
encouraged to and did consult with an attorney before signing this Agreement.
11. Employee's Right to Revoke Agreement. Executive may revoke this Agreement
within seven days of signing it. Revocation can be made by delivering a written
notice of revocation to EDS. For the revocation to be effective, written notice
must be received by EDS no later than the close of business on the seventh day
after Executive signs the Agreement. If Executive revokes the Agreement, it
shall not be effective or enforceable and Executive will not receive the
benefits described in Subsection 4 of Section III or any other payments or
benefits from EDS, except those to which he otherwise is entitled to by law.
12. Amendments. This Agreement may not be modified or amended, and there shall
be no waiver of its provisions, except by a written instrument executed by
Executive and a corporate officer of EDS.
13. Entire Agreement. This Agreement, in conjunction with the Restricted Stock
Unit Agreement dated May 2, 1994, the Restricted Stock Unit Agreement dated
January 3, 1997, the Nonqualified Stock Option Agreement dated December 17,
1996, the Indemnification Agreement dated March 12, 1996, and the EDS 1998
Supplemental Executive Retirement Plan, which are incorporated herein by
reference, constitute the entire agreement of the parties, and supersede and
prevail over all other prior agreements, understandings or representations by or
between the parties, whether oral or written, including, but not limited to, the
Change of Control Employment Agreement (which Executive acknowledges is
terminated and of no further force and/or effect), with respect to Executive's
employment with EDS and the subject matters herein. However, the parties to this
Agreement expressly acknowledge that the provisions of this Paragraph will not
modify and/or limit Executive's entitlement to benefits pursuant to any EDS plan
qualified under Section 401(a) of the Internal Revenue Code, including the EDS
Retirement Plan and the EDS 401(k) Plan. To the extent provisions in this
Agreement directly conflict with provisions in the above-referenced Agreements,
the provisions in this Agreement shall control.
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14. Discharge of EDS Upon Executive's Breach. If Executive materially violates,
or materially fails to comply with the terms, conditions or covenants herein,
and does not cure such violation within 30 days after being given written notice
of such violation (it is expressly agreed to by the parties that such
opportunity to cure shall not exist with regard to the conduct described in
Paragraph 2.2 of Section III of this Agreement), EDS, in addition to having its
other legal and equitable remedies, is discharged and released from all its
obligations under this Agreement, including, but not limited to, all obligations
to provide any unpaid or unconveyed salary, benefits, stock benefits, or
remuneration described in Subsection 4 of Section III of this Agreement.
15. Confidentiality. Executive and EDS agree that the terms of this Agreement
shall be kept strictly confidential, except as may be required by law, or, in
the case of EDS, for internal business purposes. Executive may disclose such
information to his spouse, to individuals retained by him to provide
advice/guidance on personal financial and/or legal matters, to individuals
retained by him to provide administrative assistance, or as may be required by a
financial institution for business reasons (but in all such instances only if
Executive shall have first obtained from such individuals and/or institutions
their written agreement to maintain the confidentiality of such information).
16. Governing Law. Except as otherwise expressly provided herein, this Agreement
and its enforceability shall be governed by and construed in accordance with the
substantive law of the State of Texas. Any dispute or conflict arising out of or
relating to the Agreement, except for an action brought by EDS pursuant to
Subsection 2.1 above, must be brought in a court of competent jurisdiction
located in Collin County, Texas.
17. Notices. All notices and other communications hereunder shall be in writing
and shall be given by telecopy or facsimile transmission at the
telecommunications number set forth below, by hand delivery to the other party
or by registered or certified mail, return receipt requested, postage prepaid,
addressed as follows and shall be effective upon receipt:
If to Executive:
Xxxx X. Xxxxxxxxx
[address on file with the Company]
If to EDS:
Telecommunications Number: (972) 604-3454
0000 Xxxxxx Xxxxx X0-0X-00
Xxxxx, Xxxxx 00000
Attention: Xxxx Xxxxx
Director, Corporate Compensation
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With a copy to:
Telecommunications Number (000) 000-0000
0000 Xxxxxx Xxxxx X0-0X-00
Xxxxx, Xxxxx 00000
Attention: Xxxx Xxxx
Manager, Labor & Employment Litigation
EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT
AND IS VOLUNTARILY ENTERING INTO IT.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
binding and enforceable on the Effective Date.
EXECUTIVE: EDS:
/s/ Xxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxxxxxxx, Xx.
--------------------------------- ---------------------------------
Xxxx X. Xxxxxxxxx By: Xxxxxx X. Xxxxxxxxx, Xx.
Chairman of the Board and
Chief Executive Officer
Dated: as of 12/1/98 Dated: as of 12/1/98
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