SECOND RESTATED AND AMENDED
EMPLOYMENT AGREEMENT
SECOND RESTATED AND AMENDED EMPLOYMENT AGREEMENT, dated as of the 1st
day of October, 1998, by and between TRANSMEDIA NETWORK INC., a Delaware
corporation ("Transmedia"), and XXXXX X. XXXXXXXXX (the "Executive").
WHEREAS, Transmedia and the Executive wish to amend and restate the
Amended and Restated Employment Agreement dated as of January 20, 1997, which
they previously executed;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and intending to be legally bound hereby, the parties hereto
do mutually agree as follows:
1. Employment. Transmedia hereby employs the Executive, and the
Executive accepts such employment, upon the terms and conditions hereinafter set
forth. The Executive represents and warrants that he is free to enter into this
Agreement and that entering into this Agreement is not in violation of any
obligations that he has to any other person, firm or corporation.
2. Term. The term of the Executive's employment shall extend through
the period ending on September 30, 2001 (the "Term"), unless earlier terminated
as provided herein.
3. Office and Duties. The Executive shall perform such executive duties
and render such executive services in the operation of the business of
Transmedia and its subsidiaries as Transmedia's Board of Directors and its Chief
Executive Officer or President may
from time to time reasonably assign to the Executive. The Executive shall hold
the position of Vice President of Transmedia and President of Transmedia
Restaurant Company Inc., and shall report directly to Transmedia's President or
Chief Executive Officer. The Executive shall not be required to relocate from
New York, New York in order to perform his duties and services hereunder. During
the term of this Agreement, the Executive shall:
(a) work for Transmedia and its subsidiaries on a full-time,
exclusive basis;
(b) use his best efforts to apply on a full-time basis all of his
skill and experience to the performance of his duties in such employment; and
(c) not engage in any other business activities, other than
personal investments in corporations and other entities which do not compete
directly or indirectly with Transmedia and its subsidiaries. Notwithstanding the
provisions of the preceding sentence, the Executive shall be entitled, on an
occasional basis, to serve as a consultant to, or on the Board of Directors of,
other corporations during the term of this Agreement and to receive and retain
all compensation paid to him in such capacities, so long as such other
corporations do not compete directly or indirectly with Transmedia and its
subsidiaries.
4. Compensation and Benefits.
(a) For services rendered by the Executive under this Agreement,
the Executive shall be paid a base salary (the "Salary") at the rate of $335,000
per year. The Salary shall be payable in equal weekly installments.
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(b) As additional compensation, the Executive shall be eligible to
receive annually a bonus of up to one-half (1/2) of his Salary during each year
of the Term. The Bonus shall be payable on an annual basis within 120 days after
the end of each fiscal year.
(c) Transmedia shall, during the term of this Agreement, procure,
maintain in force, and pay all premiums on an insurance policy to be issued on
the life of the Executive, with his estate as beneficiary, in the face amount of
Five Hundred Thousand ($500,000) Dollars. Upon the expiration of the term of
this Agreement or upon the termination of the Executive's employment for any
reason other than "Cause" (as defined in Section 9 hereof), Transmedia shall
transfer the ownership of such policy to the Executive without any payment by
the Executive whether or not he becomes disabled during the employment Term.
(d) At all times during the Term, the Executive shall be included
in any life, medical, health and hospitalization insurance, pension, stock
option, stock ownership, incentive compensation and other benefit programs
maintained by or for Transmedia at the date hereof; provided, however, that
nothing herein shall be deemed to require Transmedia to maintain any such
benefit program in force during the Term or to restrict its ability to amend the
same in any fashion. Notwithstanding the previous sentence, however, if
Transmedia effects any change in the health and hospitalization insurance
program(s) maintained by or for it as of the effective date of this Agreement
(the "Current Health and Hospitalization Insurance Programs") such that the
Executive receives overall an amount of benefits or coverage that is, in the
reasonable judgment of the Compensation Committee of Transmedia's Board of
Directors, materially less than that which would be provided by the Current
Health and Hospitalization Insurance Programs, Transmedia shall provide the
Executive with cash payments sufficient to
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enable the Executive to purchase supplemental health and/or hospitalization
insurance to replicate the lost benefits and coverage to which he is presently
entitled under the Current Health and Hospitalization Insurance Programs or, if
such supplemental health and/or hospitalization insurance is not available, to
provide the Executive with cash payments sufficient to reimburse the Executive
for all uncovered medical expenses incurred by the Executive for himself and for
members of his immediate family that would have been paid under the Current
Health and Hospitalization Insurance Programs. If Transmedia hereafter
establishes any other benefit programs, the Executive shall be included therein
at least at the same level as the other senior executives of Transmedia. In
addition, in the event of the Executive's Disability (as defined below),
Transmedia will pay to the Executive the following: (i) during the first six
months of Disability, 100% of the Salary that would be payable to the Executive
but for such Disability; (ii) thereafter, and until the end of the Term, 75% of
such Salary; and (iii) a bonus for the period(s) provided in the next sentence.
The Executive shall receive a bonus for the entire fiscal year (in an amount
equal to one-half (1/2) of his Salary for the fiscal year) ending on any
applicable September 30, if said September 30 occurs during the first six months
of Disability; in all other instances, the Executive shall receive a portion of
the Bonus for an entire year determined by multiplying the bonus for the entire
fiscal year (which it shall be assumed, for computational purposes, would have
been one-half (1/2) of his Salary for the fiscal year) by a fraction, the
numerator of which is the total number of months starting with October lst and
ending upon the conclusion of said six months of Disability and the denominator
of which is 12. For purposes of this sub-paragraph (d), all calculations shall
be made on the basis of full and not partial months. For the purposes hereof
"Disability" shall mean a physical or mental impairment of such duration
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and degree that the Executive is determined by the Board of Directors of
Transmedia to be substantially unable because of the impairment to perform the
services described in Section 3.
(e) Transmedia agrees to provide the Executive with a One Thousand
Dollar ($1,000) monthly automobile allowance.
(f) Transmedia may provide to the Executive such additional
compensation, bonuses, and benefits as its Board of Directors deems appropriate,
but nothing herein shall obligate Transmedia to do so.
5. Vacation. The Executive shall be entitled to take four (4) weeks
paid vacation during each twelve-month period of his employment hereunder on a
basis consistent with the requirements of the business of Transmedia and its
subsidiaries and in accordance with Transmedia's customary practice for senior
executives.
6. Reimbursement of Expenses. During the term of this Agreement, the
Executive shall be reimbursed for reasonable travel, entertainment and other
expenses incident to the rendering of services hereunder, upon presentation of
expense statements or vouchers or such other supporting information as
Transmedia may customarily require of its senior executives.
7. Restrictions
(a) The Executive acknowledges that the business of Transmedia is
potentially nationwide in scope, and that it expects to be marketing its
products and services throughout a wider geographical area than that in which it
presently operates. Accordingly, during the Restricted Period (as defined
below), the Executive shall not, unless acting with Transmedia's prior written
consent: (i) directly or indirectly own, manage, operate, join, or control, or
participate in the ownership, management, operations or control of, or be
connected as
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a director, officer, employee, partner, stockholder, consultant or otherwise
with, any business or organization located in or doing business in the
Restricted Area (as defined below) which competes with the business of
Transmedia and its subsidiaries, licensees or franchisees as conducted at any
time during the term hereof; or (ii) interfere with, or divert or attempt to
divert from them the benefits of, any relationship with employees, agents,
suppliers, restaurant clients, membership card holders or other customers
maintained by Transmedia and its subsidiaries at any time during the Restricted
Period. However, if the Executive's employment hereunder is terminated without
"Cause" (as defined in Section 9 hereof) and the Executive does not receive
after such termination a severance payment in accordance with Transmedia's
Severance Pay Plan, then the provisions of this Section 7(a) shall cease, upon
such termination. For the purposes of this Agreement, (i) "Restricted Period"
means the twenty-four-month period commencing upon the earlier of (x) the
termination of the Executive's employment with Transmedia prior to the
expiration hereof, either voluntarily by the Executive or by Transmedia for
"cause"; or (y) the expiration of this Agreement after its stated term; and (ii)
"Restricted Area" means any geographical market in or with respect to which
Transmedia, within twelve months prior to the commencement of the Restricted
Period, is then operating or has taken significant affirmative steps to commence
operations. Nothing in this Section 7(a) shall be construed to prevent the
Executive from owning or dealing in any stock actively traded over-the-counter
or on any recognized exchange and issued by a corporation which may compete
directly or indirectly with Transmedia and its subsidiaries so long as the
Executive does not participate in
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the management, control, or operations of any such corporation and the
Executive's holdings do not at any time exceed Five Percent (5%) of the
outstanding shares of any class of stock of such corporation.
(b) The Executive agrees that all confidential and proprietary
information or data which he may now have or may obtain during his employment
relating in any way to the business, plans, programs, financial or operating
results, projections or budgets of Transmedia and its subsidiaries shall not be
disclosed to any other person, either during or after the termination of his
employment, unless Transmedia has given its prior consent to such disclosure or
such disclosure is a necessary incident to transactions which the Executive is
pursuing in accordance with duties assigns to him by Transmedia's Board of
Directors or its chief executive officer. The Executive shall promptly return
all tangible evidence of such confidential and proprietary matters to Transmedia
at the termination of his employment or upon Transmedia's earlier request.
(c) During the Restricted Period, the Executive shall not, on
behalf of himself or any business with which he may be associated, offer
employment or a consultancy position (or assist any other person in offering an
employment or a consultancy position) to any person who is an employee or a
consultant of Transmedia or any of its subsidiaries (including, for this
purpose, Xxxxx Xxxxxxxx). However, if the Executive's employment hereunder is
terminated without "Cause" (as defined in Section 9 hereof) and the Executive
does not receive after such termination a severance payment in accordance with
Transmedia's Severance Pay Plan, then the provisions of this Section 7(c) shall
cease, upon such termination.
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(d) The Executive acknowledges that the remedy at law for his
breach of the covenants contained in this Section 7 is inadequate, and that
therefore Transmedia and its subsidiaries shall be entitled, in addition to any
other right or remedy available to them, to injunctive relief and the remedy of
specific performance to restrain the Executive from committing or continuing any
such breach and to enforce the Executive's obligations hereunder.
(e) If any court or tribunal of competent jurisdiction shall
refuse to enforce any or all of the provisions of this Section 7, because
individually or taken together, they are deemed unreasonable, then the parties
hereto understand and agree that any such provision or provisions shall not be
void but for the purpose of such proceedings, shall be revised to the extent
necessary to permit the enforcement of such provisions.
8. Ownership of Work Product. The Executive acknowledges that during
his employment, he may conceive of, discover, invent or create inventions,
improvements, new contributions, literary property, material, ideas and
discoveries, whether or not patentable or copyrightable, which relate to the
business of Transmedia and its subsidiaries (all of the foregoing being
collectively referred to herein as "Work Product"), and that various business
opportunities appropriate for Transmedia and its subsidiaries may be presented
to him by reason of his employment. The Executive acknowledges that, unless
Transmedia otherwise agrees in writing, all of the foregoing shall be owned by
and belong exclusively to Transmedia, and he shall have no personal interest
therein. The Executive, at Transmedia's expense, shall further: (a) promptly
disclose any such Work Product and business opportunities to Transmedia; (b)
assign to Transmedia, upon request and without additional compensation, the
entire rights to such Work Product and business opportunities; (c) sign all
papers necessary to carry out the foregoing; and
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(d) give testimony in support of his discovery invention, or creation in any
appropriate case.
9. Termination.
(a) Notwithstanding anything contained herein to the contrary, the
Executive's employment hereunder: (i) shall automatically terminate upon the
Executive's death; (ii) may be terminated by the Executive if he is required to
relocate from New York, New York in order to perform his duties and services
hereunder; and (iii) may be terminated by Transmedia's Board of Directors for
"Cause" (as hereinafter defined) upon 60 days' prior written notice of
termination, subject to the Executive's right to cure certain breaches
constituting Cause, as provided below. For the purposes of this Agreement,
termination shall be deemed to be for Cause if: (A) the Executive is convicted
of a felony; (B) the Executive declares personal bankruptcy pursuant to any
applicable law; (C) the Executive commits an act of fraud of a material nature
with respect to Transmedia or misappropriates any of its funds; or (D) the
Executive willfully and repeatedly refuses to perform his duties pursuant to
this Agreement, or directly and repeatedly breaches any covenants contained
herein. The written notice of termination shall set forth with specificity the
reason for such termination. If the reason for such termination is the
Executive's wilful and repeated refusal to perform his duties hereunder or his
direct and repeated breach of any covenants contained herein, the Executive
shall have the right, within 30 days of his receipt of such notice, to notify
the Board of Directors of his intention to cure such breach. On or within 10
days before the effective date of termination, the Board of Directors shall meet
to determine whether such breach has been effectively cured and, upon the
majority vote of the Directors (not including the Executive) that it has been
cured, the notice of termination shall be deemed ineffective. The Executive
shall be entitled to be represented at
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such meeting by counsel. On the effective date of termination, except for the
reimbursement of expenses incurred to such date, the Executive shall cease to
have any further rights hereunder but shall be subject to all restrictions set
forth elsewhere herein.
(b) Except where the Executive has exercised his right to attempt
to cure pursuant to the preceding subsection, the Executive may, within 15 days
following delivery of a notice of termination for Cause, by written notice to
the Board of Directors of Transmedia, cause the matter of termination for Cause
by Transmedia to be discussed at the next regularly scheduled meeting of the
Board of Directors or at a special meeting of the Board of Directors requested
by majority of its members. The Executive shall be entitled to be represented at
such meeting by counsel. Such meeting shall be conducted according to procedures
deemed equitable by a majority of the Directors present. If at such meeting, it
shall be determined that this Agreement has been terminated without Cause, or
that such Cause shall be waived, the provisions of this Agreement shall be
reinstated with the same force and effect as if the notice of termination had
not been given; and the Executive shall be entitled to receive the compensation
and other benefits provided herein for the period from the effective date of the
notice of termination through the date of such reinstatement, plus all
reasonable costs of his counsel, as approved by the Board of Directors of
Transmedia. Except as provided in the first sentence of this subsection (b),
neither the Executive's election to pursue or forego the procedures set forth in
this subsection (b), nor a determination by the Board of Directors, at any
meeting pursuant to this
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subsection, that the Executive's employment hereunder was terminated for Cause,
shall prejudice or preclude the exercise any other right or remedy which the
Executive may have at law or otherwise as a result of the termination of his
employment hereunder.
(c) If, at any time within nine months following the occurrence
(after the date hereof) of a "Change in Control" (as defined in Transmedia's
1996 Long-Term Incentive Plan), there shall be a substantial reduction in the
executive duties and services which the Executive has theretofore been required
to perform hereunder or the Executive is required to relocate from New York, New
York in order to perform his duties and services hereunder, the Executive shall
have the right, upon thirty (30) days' notice to Transmedia, to cease further
performance of any services and duties hereunder and to receive the payment
described in Section 9(d) hereof.
(d) In the event that the Executive's employment is terminated by
the Company without "Cause" (as defined in Section 9 hereof) or by the Executive
pursuant to Section 9(a)(ii) or Section 9(c) hereof, (i) he shall receive the
greater of (A) his Salary (together with any bonus to which he previously became
entitled) for the balance of the Term, and (B) the severance payment to which he
would be entitled under Transmedia's Severance Pay Plan (assuming, solely for
the purposes hereof, that any reduction in executive duties and services or
required relocation following a "Change in Control" constitutes a termination of
the Executive's employment initiated by the Company within the meaning of such
Plan); and (ii) all unvested stock options theretofore granted the Executive
shall vest upon such termination and be thereafter exercisable in accordance
with the terms of Transmedia's 1996 Long-Term Incentive Plan. The payment of
such Salary or the making of such severance payment and the vesting of any such
stock options shall be conditioned upon the Executive's prompt execution and
delivery
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to Transmedia of a Release in the form of Exhibit A hereto. The receipt of any
such Salary or severance payment and the vesting of such stock options shall be
in full satisfaction of any amount otherwise due the Executive under
Transmedia's Severance Pay Plan.
10. Change of Control. The Executive acknowledges that Transmedia is
under no obligation to maintain its Severance Pay Plan in force during the Term
or to maintain him as an "eligible employee" thereunder during the Term.
11. Notices. Any Notices to be given hereunder shall be deemed to have
been given if delivered personally against receipt, if sent by nationally
recognized overnight delivery service, of if mailed by registered or certified
mail, return receipt requested, to the following address: if to Transmedia, at
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxx, Xxxxxxx 00000, with a copy to Xxxxxx,
Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to the attention
of Xxxxxxx X. Xxxxxxx, Esq.; and if to the Executive, at 000 Xxxxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000. Either party may change his or its address set forth
above by giving written notice to the other party in accordance with this
Section.
12. Release. Concurrently with his execution of this Agreement and upon
the termination of the Executive's employment hereunder, and as a condition of
his receipt of any further payments or benefits from Transmedia after any such
termination, the Executive shall execute and deliver to Transmedia a release in
the form of Exhibit A hereto.
13. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York.
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14. Captions. The captions of the sections of this Agreement are for
the purpose of convenience only, are not intended to be part of this Agreement
and shall not be deemed to modify, explain, enlarge or restrict any of its
provisions.
15. Severability. If any clause or provision of this Agreement shall be
held invalid or unenforceable, in whole or in part, in any jurisdiction, such
invalidity or unenforceability shall attach only to such clause or provision, or
part thereof, in such jurisdiction, and shall not in any manner affect any other
clause or provision hereof in any jurisdiction.
16. Binding Effect; Assignment. This Agreement shall bind and inure to
the benefit of the respective heirs, representatives, successors and permitted
assignees of Transmedia and the Executive. Transmedia may assign this Agreement
or any of its rights and obligations hereunder to (i) any transferee of or
successor to all or substantially all of the assets of business of Transmedia
and its subsidiaries or (ii) any subsidiary or affiliate of Transmedia;
provided, however, that no such assignment shall release Transmedia from its
obligations hereunder. The Executive may not assign this Agreement or any of his
rights and obligations hereunder under any circumstances.
17. Miscellaneous. This Agreement embodies the entire understanding
between Transmedia and the Executive with respect to its subject matter, and
there is no extrinsic agreement of any kind affecting it. This Agreement also
supersedes and replaces any prior agreement with respect to the subject matter
of this Agreement. This Agreement may not be changed or terminated orally, and
no change, termination or waiver of this Agreement or of any of the provisions
herein contained shall be binding unless made in writing and signed by the party
against whom the same is sought to be enforced.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
TRANSMEDIA NETWORK INC.
By:
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F. Xxxxxx Xxxxx
Chairman of the Board
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Xxxxx X. Xxxxxxxxx
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Exhibit A
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RELEASE
-------
For good and valuable consideration, the sufficiency and receipt of
which is hereby acknowledged, the undersigned, XXXXX X. XXXXXXXXX, hereby
WAIVES, RELEASES AND COVENANTS NOT TO XXX Transmedia Network Inc. (the
"Company"), a Delaware corporation, and the Releasees (as defined below) with
respect to, and IRREVOCABLY AND UNCONDITIONALLY RELEASES, REMISES AND FOREVER
DISCHARGES the Company and the Releasees from, any and all claims, agreements,
promises, liabilities, rights, demands and causes of action of any kind
whatsoever, in law or equity, whether known or unknown, suspected or
unsuspected, fixed or contingent, apparent or concealed which he or his heirs,
executors, administrators, successors or assigns ever had or now have against
the Company or the Releasees and its past, present and future parents,
subsidiaries, affiliates, predecessors, successors and assigns; and its and
their past, present and future stockholders, directors, officers, agents,
representatives and employees (collectively, the "Releasees"), for, upon, or by
reason of any matter, cause or thing whatsoever occurring on or prior to the
date of this Release, including, without limitation, any and all claims arising
out of or relating to his employment, compensation and benefits with the
Company, and/or the termination thereof, and claims for costs, expenses and
attorneys' fees, INCLUDING WITHOUT LIMITATION, ANY AND ALL CLAIMS AND RIGHTS
UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED; TITLE VII OF THE
CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE AMERICANS WITH DISABILITIES ACT, AS
AMENDED; THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT, AS AMENDED; THE NEW YORK STATE EXECUTIVE LAW, AS AMENDED; XXX
XXXXXXX XXXXX XXXXX XXXXXX XXX XX 0000; AND THE DADE COUNTY, FLORIDA EQUAL
OPPORTUNITY ORDINANCE, except for (1) claims under the Second Amended and
Restated Agreement (the "Employment Agreement"), dated as of October 1, 1998,
between the Company and the undersigned and, to the extent applicable pursuant
to the Employment Agreement, claims under the Company's Severance Pay Plan, (2)
claims for salary, bonus and other benefits due the Executive for services
rendered in Transmedia's 1998 fiscal year, (3) claims for indemnification,
contribution or reimbursement of expenses to which the undersigned may be
entitled as a director, officer and employee of the Company and its predecessors
and its subsidiaries, (4) options and rights to purchase Common Stock of the
Company which were heretofore granted to the undersigned and which are vested or
become vested in accordance with their terms (the "Stock Options") or the terms
of the Employment Agreement, and (5) retirement and medical insurance benefits
to which he is entitled as an employee of the Company. The undersigned
understands and agrees that other than as set forth above, he will not receive
any compensation, payments or benefits of any kind from the Company or the
Releasees and he expressly acknowledges and agrees that he is not entitled and
has no right to any such additional compensation, payment or benefit.
This Release may be specifically enforced in Court and may be used as evidence
in any proceeding in which any of the parties allege a breach hereof. In the
event any proceeding is
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brought to interpret, enforce or obtain relief from a breach of this Release,
the prevailing party shall recover all such party's costs, expenses and
attorneys' fees incurred in each and every such proceeding, including any and
all appeals therefrom.
This Release shall be subject to, governed by and interpreted in accordance with
the laws of the State of New York. The federal and state courts of New York
shall have exclusive jurisdiction to resolve any dispute concerning this Release
and both parties hereby agree to submit to the jurisdiction of such courts for
such purpose. This Release, the Employment Agreement and the Stock Options
contain the entire agreement between the parties and supersede and terminate any
and all previous agreements between them, whether written or oral, with respect
to the subject matter thereof, except for agreements for non-competition,
confidentiality, trade secrets, and the like, which shall remain in full force
and effect in accordance with their terms. All prior and contemporaneous
discussions and negotiations have been and are merged and integrated into, and
are superseded by, this Release, the Employment Agreement and the Stock Options.
This Release may not be changed orally. In the event any provision of this
Release shall be held to be unenforceable, the remaining portions shall remain
in full force and effect. This Release shall be binding upon the undersigned and
his heirs, administrators, representatives, executors, and assigns. The
undersigned agrees that by retaining the payment provided in the Employment
Agreement, he will have ratified this Release and therefore may not later
renounce it.
If this Release is acceptable to the undersigned, he should indicate his
agreement by signing and dating this Release in the space provided below and
returning the signed Release to the Company
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within 21 days of his receipt of this Release. THE UNDERSIGNED WILL THEN BE
PERMITTED TO REVOKE THIS RELEASE AT ANY TIME DURING THE PERIOD OF SEVEN DAYS
IMMEDIATELY AFTER HE SIGNS THIS RELEASE. THIS RELEASE WILL NOT BE EFFECTIVE OR
ENFORCEABLE UNTIL THE SEVEN-DAY REVOCATION PERIOD HAS EXPIRED WITHOUT HIS HAVING
EXERCISED HIS RIGHT OF REVOCATION. In the event he fails to execute and return
this Release on a timely basis, or he execute and then elects to revoke this
Release, this Release will be of no further force and effect, and neither he nor
the Company will have any further rights or obligations under this Release.
BY SIGNING THIS RELEASE, HE ACKNOWLEDGES AND AFFIRMS THAT HE IS COMPETENT, THAT
HE WAS AFFORDED A SUFFICIENT TIME PERIOD TO REVIEW AND CONSIDER THIS RELEASE,
THAT HE WAS ADVISED TO CONSULT AN ATTORNEY OF HIS CHOICE, THAT HE HAS READ AND
UNDERSTANDS AND ACCEPTS THIS RELEASE, AS FULLY AND FINALLY WAIVING AND RELEASING
ANY AND ALL CLAIMS AND RIGHTS WHICH HE MAY HAVE AGAINST THE COMPANY AND
RELEASEES, THAT NO PROMISES OR INDUCEMENTS HAVE BEEN MADE TO HIM EXCEPT AS SET
FORTH IN THIS RELEASE, THE EMPLOYMENT AGREEMENT AND THE STOCK OPTIONS, AND THAT
HE HAS SIGNED THIS RELEASE, FREELY, KNOWINGLY AND VOLUNTARILY, INTENDING TO BE
LEGALLY BOUND BY ITS TERMS.
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IN WITNESS WHEREOF, I have signed and sealed this Agreement
this day of , .
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Xxxxx X. Xxxxxxxxx (Print Witness Name)
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(Employee Signature) (Witness Signature)
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