CNF TRANSPORTATION INC.
EXECUTIVE SEVERANCE PLAN
FOR ELIGIBLE EXECUTIVES
OF
VECTOR SCM, LLC
WHEREAS, CNF Transportation Inc. (the "Company") recently
established Vector SCM, LLC ("Vector") as a joint venture with
General Motors Corporation ("GM");
WHEREAS, the Company wishes to provide for certain severance
benefits to eligible executives of Vector under certain
circumstances;
NOW THEREFORE, the Company hereby adopts the CNF Transportation
Inc. Executive Severance Plan for Eligible Executives of Vector
SCM, LLC, on the terms and conditions hereinafter stated.
SECTION 1. DEFINITIONS. As hereinafter used:
1.1 "Affiliate" means an affiliate of the Company, as
defined in Rule 12b-2 promulgated under Section 12 of
the Exchange Act.
1.2 "Board" means the Board of Directors of the
Company or any successor thereto.
1.3 "Cause" for termination by the Employer of the
Eligible Employee's employment shall mean (i) the
willful and continued failure by the Eligible Employee
to substantially perform the Eligible Employee's duties
with the Employer (other than any such failure
resulting from the Eligible Employee's incapacity due
to disability, including physical or mental illness or
any such actual or anticipated failure after the
issuance by the Eligible Employee of a notice of intent
to terminate employment for Good Reason pursuant to
Section 1.12 hereof) after a written demand for
substantial performance is delivered to the Eligible
Employee by the Company's Chief Executive Officer and
General Counsel, which demand specifically identifies
the manner in which such Officers believe that the
Eligible Employee has not substantially performed the
Eligible Employee's duties, or (ii) the willful
engaging by the Eligible Employee in conduct which is
demonstrably and materially injurious to Vector or to
the Company or its subsidiaries, monetarily or
otherwise. For purposes of clauses (i) and (ii) of
this definition, no act, or failure to act, on the
Eligible Employee's part shall be deemed "willful"
unless done, or omitted to be done, by the Eligible
Employee not in good faith and without reasonable
belief that the Eligible Employee's act, or failure to
act, was in the best interest of the Company. In the
event of a dispute concerning the application of this
provision, no claim by the Company or by the Employer
that Cause exists shall be given effect unless the
Company establishes (i) to the Plan Administrator and
(ii) in the event of an arbitration to resolve the
dispute, to the arbitrator, by clear and convincing
evidence that Cause exists.
1.4 "Change in Control" means the occurrence of any
one of the following events:
(1) any "person," as such term is used in Sections
13(d) and 14(d) of the Exchange Act (other than
(A) the Company or its Affiliates, (B) any trustee
or other fiduciary holding securities under an
employee benefit plan of the Company or its
Affiliates, and (C) any corporation owned,
directly or indirectly, by the stockholders of the
Company in substantially the same proportions as
their ownership of the Common Stock), is or
becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company (not
including in the securities beneficially owned by
such person any securities acquired directly from
the Company or its Affiliates) representing 25% or
more of the combined voting power of the Company's
then outstanding voting securities;
(2) the following individuals cease for any
reason to constitute a majority of the number of
directors then serving: individuals who, on the
Effective Date, constitute the Board and any new
director (other than a director whose initial
assumption of office is in connection with an
actual or threatened election contest, including
but not limited to a consent solicitation,
relating to the election of directors of the
Company) whose appointment or election by the
Board or nomination for election by the Company's
stockholders was approved or recommended by a vote
of at least two-thirds (2/3) of the directors then
still in office who either were directors on the
Effective Date or whose appointment, election or
nomination for election was previously so approved
or recommended;
(3) there is consummated a merger or
consolidation of the Company or any direct or
indirect subsidiary of the Company with any other
corporation, other than (A) a merger or
consolidation which would result in the voting
securities of the Company outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving or parent
entity) more than 50% of the combined voting power
of the voting securities of the Company or such
surviving or parent entity outstanding immediately
afer such merger or consolidation or (B) a merger
or consolidation effected to implement a
recapitalization of the Company (or similar
transaction) in which no "person" (as hereinabove
defined), directly or indirectly, acquired 25% or
more of the combined voting power of the Company's
then outstanding securities (not including in the
securities beneficially owned by such person any
securities acquired directly from the Company or
its Affiliates); or
(4) the stockholders of the Company approve
a plan of complete liquidation of the Company or
there is consummated an agreement for the sale or
disposition by the Company of assets having an
aggregate book value at the time of such sale or
disposition of more than 75% of the total book
value of the Company's assets on a consolidated
basis (or any transaction having a similar
effect), other than any such sale or disposition
by the Company (including by way of spin-off or
other distribution) to an entity, at least 50% of
the combined voting power of the voting securities
of which are owned immediately following such sale
or disposition by stockholders of the Company in
substantially the same proportions as their
ownership of the Company immediately prior to such
sale or disposition; provided, however, that a
Change in Control shall be deemed not to have
occurred under this clause (4) if, immediately
prior to the consummation of any sale or
disposition of a business unit that is taken into
account in determining whether a Change in Control
has occurred, the Executive is employed by, and is
party to a severance agreement with, such business
unit.
1.5 "Code" means the Internal Revenue Code of 1986, as
it may be amended from time to time.
1.6 "Common Stock" means the common stock, par value
$0.625 per share, of the Company.
1.7 "Company" means CNF Transportation Inc. or any
successors thereto.
1.8 "Effective Date" means December 13, 2000.
1.9 "Eligible Employee" means an individual who,
immediately prior to a Change in Control, (a) is an
employee of Vector, (b) is not a party to an individual
employment or severance agreement with the Company and
(c) who occupies a position that has been classified as
within the CNF Transportation Inc. executive level
salary grade structure. An Eligible Employee becomes a
"Severed Employee" once he or she incurs a Severance.
1.10 "Employer" means Vector.
1.11 "Exchange Act" means the Securities Exchange Act
of 1934, as amended from time to time.
1.12. "Good Reason" for termination by the Eligible
Employee of the Eligible Employee's employment shall
mean the occurrence (without the Eligible Employee's
express written consent) after any Change in Control of
any one of the following acts by the Company, or
failures by the Company to act, unless such act or
failure to act is corrected within 30 days of receipt
by the Company of notice of the Eligible Employee's
intent to terminate for Good Reason hereunder:
(1) the failure of the successor company,
following the Change in Control, to assume the
Plan and all obligations thereunder, as of the
date of such Change in Control;
(2) the assignment to the Eligible Employee
of any duties inconsistent with the Eligible
Employee's status as an executive of the Employer
or a substantial adverse alteration in the nature
or status of the Eligible Employee's
responsibilities from those in effect immediately
prior to the Change in Control;
(3) a reduction by the Employer in the
Eligible Employee's annual base salary or bonus
opportunity, each as in effect immediately prior
to the Change in Control or as the same may
thereafter be increased from time to time;
(4) the relocation of the Eligible
Employee's principal place of employment to a
location that results in an increase in the
Eligible Employee's one way commute of at least 50
miles more than the Eligible Employee's one way
commute immediately prior to the Change in
Control, except for required travel on the
Company's business to an extent substantially
consistent with the Eligible Employee's business
travel obligations immediately prior to the Change
in Control;
(5) the failure by the Company to pay to the
Eligible Employee when due any portion of the
Eligible Employee's current compensation;
(6) the failure by the Company to continue
to provide the Eligible Employee with benefits
substantially similar to those enjoyed by the
Eligible Employee under any of the Company's
pension, savings, life insurance, medical, health
and accident, or disability plans in which the
Eligible Employee was participating immediately
prior to the Change in Control (except for across
the board changes similarly affecting all or
substantially all employees of the Company and any
entity in control of the Company), the taking of
any other action by the Company which would
directly or indirectly materially reduce any of
such benefits or deprive the Eligible Employee of
any material fringe benefit enjoyed by the
Eligible Employee immediately prior to the Change
in Control, or the failure by the Company to
provide the Eligible Employee with the number of
paid vacation days to which the Eligible Employee
is entitled.
The Eligible Employee's right to terminate the
Eligible Employee's employment for Good Reason
shall not be affected by the Eligible Employee's
incapacity due to disability, including physical
or mental illness. The Eligible Employee's
continued employment shall not constitute consent
to, or a waiver of rights with respect to, any act
or failure to act constituting Good Reason
hereunder.
1.13 "Plan" means the CNF Transportation Inc. Amended
and Restated Executive Severance Plan for Eligible
Executives of Vector SCM, LLC, as set forth herein, as
it may be amended from time to time.
1.14 "Plan Administrator" means, prior to a Change in
Control, the person or persons appointed from time to
time by the Board and following a Change in Control, a
committee consisting of three persons, at least two of
whom were directors or executive officers of the
Company immediately prior to the Change in Control.
1.15 "Potential Change in Control" shall be deemed to
have occurred if:
(1) the Company enters into an agreement,
the consummation of which would result in the
occurrence of a Change in Control;
(2) the Company or any "person" (as defined
in Section 1.4(1)) publicly announces an intention
to take or to consider actions, including but not
limited to proxy contests or consent
solicitations, which, if consummated, would
constitute a Change in Control;
(3) any "person" (as defined in Section
1.4(1)) becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company
representing 15% or more of either the then
outstanding shares of Common Stock of the Company
or the combined voting power of the Company's then
outstanding securities (not including in the
securities beneficially owned by such "person" any
securities acquired directly from the Company or
its Affiliates); or
(4) the Board adopts a resolution to the
effect that, for purposes of this Plan, a
Potential Change in Control has occurred.
1.16 "Severance" means the termination of an Eligible
Employee's employment with the Employer on or within
one year immediately following the date of the Change
in Control, (i) by the Employer other than for Cause,
or (ii) by the Eligible Employee for Good Reason.
For purposes of this Plan, an Eligible Employee's
employment shall be deemed to have been terminated
following a Change in Control by the Company without
Cause or by the Eligible Employee with Good Reason, if
(i) the Eligible Employee's employment is terminated by
the Company without Cause following a Potential Change
in Control but prior to a Change in Control (whether or
not a Change in Control ever occurs) and such
termination was at the request or direction of a
"person" (as defined in Section 1.4(1)) who has entered
into an agreement with the Company the consummation of
which would constitute a Change in Control, (ii) the
Eligible Employee terminates his employment for Good
Reason following a Potential Change in Control but
prior to a Change in Control (whether or not a Change
in Control ever occurs) and the circumstance or event
which constitutes Good Reason occurs at the request or
direction of such "person"; or (iii) the Eligible
Employee's employment is terminated by the Company
without Cause or by the Eligible Employee for Good
Reason and such termination or the circumstance or
event which constitutes Good Reason is otherwise in
connection with or in anticipation of a Change in
Control (whether or not a Change in Control ever
occurs).
An Eligible Employee will not be considered to have
incurred a Severance (i) if his or her employment is
discontinued by reason of the Eligible Employee's death
or disability, including a physical or mental condition
causing such Eligible Employee's inability to
substantially perform his or her duties with the
Employer, including, without limitation, such condition
entitling him or her to benefits under any sick pay or
disability income policy or program of the Employer or
(ii) by reason of the divestiture of a facility, sale
of a business or business unit, or the outsourcing of a
business activity with which the Eligible Employee is
affiliated, notwithstanding the fact that such
divestiture, sale or outsourcing constitutes, or takes
place within one year following, a Change in Control,
if the Eligible Employee is offered comparable
employment by the successor company and such successor
company agrees to assume the obligations of this Plan
with respect to such Eligible Employee.
1.17 "Severance Benefits" means, at the Company's
expense, (a) the continued participation by a Severed
Employee and his dependents in all health and welfare
benefits plans of the Company (to the extent such
Severed Employee was participating in such plans prior
to incurring a Severance) and (b) outplacement services
determined by the Company to be suitable to the Severed
Employee's position, in each case for a period of one
year following such Severed Employee's Severance Date;
provided, however, that benefits otherwise receivable
by the Eligible Employee hereunder shall be reduced to
the extent benefits of the same type are received by or
made available to the Eligible Employee during the one-
year period following the Eligible Employee's incurring
a Severance (and any such benefits received by or made
available to the Eligible Employee shall be reported to
the Company by the Eligible Employee); provided,
further, however, that the Company shall reimburse the
Eligible Employee for the excess, if any, of the cost
of such benefits to the Eligible Employee over such
cost immediately prior to the Eligible Employee's
incurring a Severance or, if more favorable to the
Eligible Employee, immediately prior to the Change in
Control. If the Severed Employee dies during the
period of one year following the Severed Employee's
Severance Date at a time when health and dental
benefits are being provided under this Section 1.17 to
the Severed Employee's dependents, the Company shall
continue to provide such benefits to the dependents for
the remainder of the one year period on the same basis
as if the Severed Employee had survived throughout that
period.
1.18 "Severance Date" means the date on or after the
date of the Change in Control on which an Eligible
Employee incurs a Severance.
1.19 "Severance Payment" means a payment, in lieu of
any other severance payment or benefit pursuant to any
other plan or agreement of the Company or any
subsidiary thereof to which the Eligible Employee is
otherwise entitled, of an amount equal to the sum of
(a) the Severed Employee's annual base salary
immediately prior to the time of Severance or, if
higher, in effect immediately prior to the Change in
Control and (b) the greater of (i) the Severed
Employee's target bonus for the year in which the
Severance occurred and (ii) the Severed Employee's
actual or target bonus (whichever is greater) for the
year in which the Change in Control occurred (in either
case, determined as if such target bonus had been
earned in full).
SECTION 2. BENEFITS.
2.1An Eligible Employee who incurs a Severance shall be
entitled to receive (a) a Severance Payment and (b)
Severance Benefits.
2.2The Severance Payment shall be paid to an eligible
Severed Employee in a cash lump sum, as soon as
practicable following the Severance Date, but in no
event later than 10 business days immediately following
the expiration of the revocation period, if any,
applicable to such Severed Employee's release,
described in Section 2.4.
2.3No Severed Employee shall be eligible to receive a
Severance Payment or Severance Benefits under the Plan
unless he or she (or, in the event of the death of the
Severed Employee, the executor, personal representative
or administrator of the Severed Employee's estate)
first executes a written release substantially in the
form attached as Exhibit A hereto.
2.4In the event of a claim by an Eligible Employee as
to the amount or timing of any distribution, such
Eligible Employee shall present the reason for his or
her claim in writing to the Plan Administrator. The
Plan Administrator shall, within sixty (60) days after
receipt of such written claim, send a written
notification to the Eligible Employee as to its
disposition. In the event the claim is wholly or
partially denied, such written notification shall (a)
state the specific reason or reasons for the denial,
(b) make specific reference to pertinent Plan
provisions on which the denial is based, (c) provide a
description of any additional material or information
necessary for the Eligible Employee to perfect the
claim and an explanation of why such material or
information is necessary, and (d) set forth the
procedure by which the Eligible Employee may appeal the
denial of his or her claim. In the event an Eligible
Employee wishes to appeal the denial of his or her
claim, he or she may request a review of such denial by
making application in writing to the Plan Administrator
within sixty (60) days after receipt of such denial.
Such Eligible Employee (or his or her duly authorized
legal representative) may, upon written request to the
Plan Administrator, review any documents pertinent to
his or her claim, and submit in writing issues and
comments in support of his or her position. Within
sixty (60) days after receipt of a written appeal
(unless special circumstances, such as the need to hold
a hearing, require an extension of time, but in no
event more than one hundred twenty (120) days after
such receipt), the Plan Administrator shall notify the
Eligible Employee of the final decision. The final
decision shall be in writing and shall include specific
reasons for the decision, written in a manner
calculated to be understood by the claimant, and
specific references to the pertinent Plan provisions on
which the decision is based.
2.5Any further dispute or controversy arising under or
in connection with this Agreement which remains after
the final decision of the Plan Administrator as
contemplated by Section 2.4 shall be finally settled
exclusively by arbitration in Palo Alto, California, in
accordance with the rules of the American Arbitration
Association then in effect; provided, however, that the
evidentiary standards set forth in this Agreement shall
apply; and provided further, that the arbitrator shall
apply the applicable provisions of ERISA, and
applicable regulations adopted thereunder, in such
arbitration proceeding. Judgment may be entered on the
arbitrator's award in any court having jurisdiction.
2.6The Company shall pay to the Eligible Employee all
legal fees and expenses incurred by the Eligible
Employee in seeking in good faith to obtain or enforce
any benefit or right provided by this Agreement. Such
payments shall be made within five (5) business days
after delivery of the Eligible Employee's written
requests for payment accompanied with such evidence of
fees and expenses incurred as the Company reasonably
may require.
2.7The Company shall be entitled to withhold from
amounts to be paid to the Severed Employee hereunder
any federal, state or local withholding or other taxes
or charges which it is from time to time required to
withhold.
2.8 The Company agrees that, if the Eligible Employee's
employment with the Company terminates during the one year
period following a Change in Control, the Eligible Employee
is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Eligible Employee hereunder.
Further, the amount of any payment or benefit provided for in
this Agreement shall not be reduced (except as provided in
Section 1.17 hereof) by any compensation earned by the Eligible
Employee as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be
owed by the Eligible Employee to the Company, or otherwise.
SECTION 3. PLAN ADMINISTRATION.
3.1The Plan shall be interpreted, administered and
operated by the Plan Administrator, who shall have
complete authority, in its sole discretion subject to
the express provisions of the Plan, to interpret the
Plan, to prescribe, amend and rescind rules and
regulations relating to it, and to make all other
determinations necessary or advisable for the
administration of the Plan.
3.2All questions of any character whatsoever arising in
connection with the interpretation of the Plan or its
administration or operation shall be submitted to and
settled and determined by the Plan Administrator in an
equitable and fair manner in accordance with the
procedure for claims and appeals described in
Section 2.3. Subject to the rights to arbitration
provided in Section 2.5 hereof, any such settlement and
determination shall be final and conclusive, and shall
bind and may be relied upon by the Employer, each of
the Eligible Employees and all other parties in
interest.
3.3The Plan Administrator may delegate any of its
duties hereunder to such person or persons from time to
time as it may designate.
3.4The Plan Administrator is empowered, on behalf of
the Plan, to engage accountants, legal counsel and such
other personnel as it deems necessary or advisable to
assist it in the performance of its duties under the
Plan. The functions of any such persons engaged by the
Plan Administrator shall be limited to the specified
services and duties for which they are engaged, and
such persons shall have no other duties, obligations or
responsibilities under the Plan. Such persons shall
exercise no discretionary authority or discretionary
control respecting the management of the Plan. All
reasonable expenses thereof shall be borne by the
Employer.
SECTION 4. PLAN MODIFICATION OR TERMINATION.
The Plan may be amended or terminated by the Board or a duly
appointed committee of the Board at any time; provided,
however, that during the pendency of and within six (6)
months following the cessation of a Potential Change in
Control and within one year following a Change in Control,
the Plan may not be terminated nor may any amendment be
adopted which is in any manner adverse to the interests of
Eligible Employees. Notwithstanding the foregoing or any
other provision of this Plan to the contrary, this Plan
shall automatically and immediately terminate in the event
that (i) GM acquires a controlling interest in Vector or
(ii) Vector is dissolved, except as to any Eligible Employee
who has incurred a Severance following a Change in Control
prior to the occurrence of either of the termination events
described in clauses (i) and (ii) above.
SECTION 5. GENERAL PROVISIONS.
5.1Except as otherwise provided herein or by law, no
right or interest of any Eligible Employee under the
Plan shall be assignable or transferable, in whole or
in part, either directly or by operation of law or
otherwise, including without limitation by execution,
levy, garnishment, attachment, pledge or in any manner;
no attempted assignment or transfer thereof shall be
effective; and no right or interest of any Eligible
Employee under the Plan shall be liable for, or subject
to, any obligation or liability of such Eligible
Employee. When a payment is due under this Plan to a
Severed Employee who is unable to care for his or her
affairs, payment may be made directly to his or her
legal guardian or personal representative.
5.2If the Company or any Affiliate is obligated
pursuant to applicable law or by virtue of being a
party to a contract (but not pursuant to any severance
plan) to pay severance pay, a termination indemnity,
notice pay or the like or if the Company or any
Affiliate is obligated by law to provide advance notice
of separation ("Notice Period"), then any Severance
Payment hereunder shall be reduced by the amount of any
such severance pay, termination indemnity, notice pay
or the like, as applicable, and by the amount of any
compensation received during any Notice Period.
5.3Neither the establishment of the Plan, nor any
modification thereof, nor the creation of any fund,
trust or account, nor the payment of any benefits shall
be construed as giving any Eligible Employee, or any
person whomsoever, the right to be retained in the
service of the Employer, and all Eligible Employees
shall remain subject to discharge to the same extent as
if the Plan had never been adopted.
5.4If any provision of this Plan shall be held invalid
or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof, and this
Plan shall be construed and enforced as if such
provisions had not been included.
5.5This Plan shall be binding upon and shall inure to
the benefit of and be enforceable by the Company and
its successors and assigns, and by each Eligible
Employee and by the personal and legal representatives,
executors, administrators, successors, heirs,
distributees, devisees and legatees of each Eligible
Employee. If any Eligible Employee shall die while any
amount would still be payable to such Eligible Employee
(other than amount which, by their terms, terminate
upon the death of the Eligible Employee) if the
Eligible Employee had continued to live, all such
amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Plan to the
executors, personal representatives or administrators
of the Eligible Employee's estate.
5.6The headings and captions herein are provided for
reference and convenience only, shall not be considered
part of the Plan, and shall not be employed in the
construction of the Plan.
5.7The Plan shall not be funded. No Eligible Employee
shall have any right to, or interest in, any assets of
any Employer which may be applied by the Employer to
the payment of benefits or other rights under this
Plan.
5.8All notices and all other communications provided
for in this Plan (i) shall be in writing, (ii) shall be
hand delivered, sent by overnight courier or by United
States registered mail, return receipt requested and
postage prepaid, addressed, in the case of the Company,
to 3240 Hillview Avenue, Palo Alto, California 94304,
and in the case of an Eligible Employee, to the last
known address of such Eligible Employee, and (iii)
shall be effective only upon actual receipt.
5.9This Plan shall be construed and enforced according
to the laws of the State of California to the extent
not preempted by federal law, which shall otherwise
control.
EXHIBIT A
WAIVER AND RELEASE OF CLAIMS
In consideration of, and subject to, the payment to be made to me
by CNF Transportation Inc. (the "Company") of the "Severance
Payment" (as defined in the CNF Transportation Inc. Amended and
Restated Executive Severance Plan for Eligible Employees of
Vector SCM, LLC (the "Plan")), I hereby waive any claims I may
have for employment or re-employment by the Company or any
subsidiary of the Company after the date hereof, and I further
agree to and do release and forever discharge the Company or any
subsidiary of the Company, and their respective past and present
officers, directors, shareholders, insurers, employees and agents
from any and all claims and causes of action, known or unknown,
arising out of or relating to my employment with the Company or
any subsidiary of the Company, or the termination thereof,
including, but not limited to, wrongful discharge, breach of
contract, tort, fraud, the Civil Rights Acts, Age Discrimination
in Employment Act, Employee Retirement Income Security Act of
1974, Americans with Disabilities Act, or any other federal,
state or local legislation or common law relating to employment
or discrimination in employment or otherwise.
Notwithstanding the foregoing or any other provision hereof,
nothing in this Waiver and Release of Claims shall adversely
affect (i) my rights under the Plan; (ii) my rights to benefits
other than severance benefits under plans, programs and
arrangements of the Company or any subsidiary or parent of the
Company which are accrued but unpaid as of the date of my
termination; or (iii) my rights to indemnification under any
indemnification agreement, applicable law and the certificates of
incorporation and bylaws of the Company and any subsidiary or
parent of the Company, and my rights under any director's and
officers' liability insurance policy covering me.
I acknowledge that I have signed this Waiver and Release of
Claims voluntarily, knowingly, of my own free will and without
reservation or duress, and that no promises or representations
have been made to me by any person to induce me to do so other
than the promise of payment set forth in the first paragraph
above and the Company's acknowledgment of my rights reserved
under the second paragraph above.
I understand that this release will be deemed to be an
application for benefits under the Plan and that my entitlement
thereto shall be governed by the terms and conditions of the
Plan. I expressly hereby consent to such terms and conditions.
I acknowledge that I have been given not less than forty-five
(45) days to review and consider this Waiver and Release of
Claims (unless I have signed a written waiver of such review and
consideration period), and that I have had the opportunity to
consult with an attorney or other advisor of my choice and have
been advised by the Company to do so if I choose. I may revoke
this Waiver and Release of Claims seven days or less after its
execution by providing written notice to the Company.
I acknowledge that it is my intention and the intention of the
Company in executing this Waiver and Release of Claims that the
same shall be effective as a bar to each and every claim, demand
and cause of action hereinabove specified. In furtherance of
this intention, I hereby expressly waive any and all rights and
benefits conferred upon me by the provisions of SECTION 1542 OF
THE CALIFORNIA CIVIL CODE, to the extent applicable to me, and
expressly I consent that this Waiver and Release of Claims shall
be given full force and effect according to each and all of its
express terms and provisions, including as well those related to
unknown and unsuspected claims, demands and causes of action, if
any, as well as those relating to any other claims, demands and
causes of action hereinabove specified. SECTION 1542 provides:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR."
I acknowledge that I may hereafter discover claims or facts in
addition to or different from those which I now know or believe
to exist with respect to the subject matter of this Waiver and
Release of Claims and which, if known or suspected at the time of
executing this Waiver and Release of Claims, may have materially
affected this settlement.
Finally, I acknowledge that I have read this Waiver and Release
of Claims and understand all of its terms.