EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of November
1, 1997 by and between JEAN-YVES PEREZ (the "Employee") and WOODWARD-CLYDE
GROUP, INC., a Delaware corporation (the "Company").
1. TERM OF EMPLOYMENT.
(a) Basic Rule. The Company agrees to employ the Employee, and the
Employee agrees to remain in employment with the Company, from the date hereof
until the date when the Employee's employment terminates pursuant to Subsection
(b), (c), (d), (e) or (f) below.
(b) Termination by Company Not for Cause. The Company may terminate the
Employee's employment at any time without Cause (as defined below) and for any
reason or no reason whatsoever by giving the Employee notice in writing.
(c) Termination by Company for Cause. The Company may terminate the
Employee's employment for Cause by giving the Employee notice in writing. For
all purposes under this Agreement, "Cause" shall mean:
(i) A substantial failure or omission of the Employee to
perform his duties hereunder, other than as a result of death of Employee or
Disability of Employee (as defined below).
(ii) An act by the Employee involving material injury to the
Company or to URS Corporation (or any parent, subsidiary or affiliated
corporation or related entity of either of them), willful or gross misconduct,
fraud or dishonesty;
(iii) The Employee's conviction of, or plea of "guilty" or "no
contest" to, a felony; or
(iv) The Employee's disobedience of orders and directives of
the Chief Executive Officer of URS Corporation or his designee (as determined
under Section 2(a)).
(d) Resignation by Employee. The Employee may terminate his employment
by giving the Company notice in writing.
(e) Death of Employee. The Employee's employment shall terminate
automatically in the event of his death.
(f) Disability. The Company may terminate the Employee's employment due
to Disability. For all purposes under this Agreement, "Disability" shall mean
either:
(i) Employee has qualified for long-term disability benefits
under a plan, program or arrangement maintained by the Company or a parent,
subsidiary or affiliated
1.
corporation or related entity of the Company; or
(ii) The inability of the Employee to perform the normal
duties of his position under this Agreement for a continuous period of 60
calendar days or any incapacity, however caused, that, in the good faith opinion
of the Chief Executive Officer of URS Corporation or his designee, is likely to
prevent Employee from performing his normal duties under this Agreement for more
than 90 calendar days in any twelve consecutive month period (taking into
account, in the case of such an inability or incapacity which is a physical or
mental impairment that substantially limits one or more of the major life
activities of Employee, reasonable accommodations that would not impose an undue
hardship on the Company, as the terms "reasonable accommodation" and "undue
hardship" are defined in the Americans With Disabilities Act of 1990, as
amended).
(g) Rights Upon Termination. Except as expressly provided in Sections 6
and 7, upon the termination of the Employee's employment pursuant to this
Section 1, the Employee shall only be entitled to the compensation, benefits and
reimbursements described in Sections 3, 4 and 5 for the period preceding the
effective date of the termination. Neither the preceding sentence nor any other
provisions of this Agreement shall be construed to give rise to any right,
entitlement or vesting as to any compensation or benefit under any employee
benefit plan or program referred to in Section 4 that has not been paid as of
the time of employment termination. By way of example and not by way of
limitation, except as may be specifically required by the written terms and
conditions thereof without regard to this Agreement, Employee shall not have any
right to, shall not be vested in, and shall not be entitled to any full or
partial incentive or bonus compensation or any other amount whatsoever under any
nonqualified management incentive or bonus compensation plan or arrangement if
Employee's employment shall have terminated before amounts are actually paid
thereunder, whether for the period under such plan or arrangement during which
Employee's employment ceases or any other period. The payments under this
Agreement shall fully discharge all responsibilities of the Company to the
Employee.
(h) Employment by Affiliate. The employment of the Employee shall not
be considered to have terminated employment for purposes of this Agreement if
the Employee is employed by a parent, subsidiary or affiliated corporation or
related entity of the Company.
(i) Termination of Agreement. This Agreement shall terminate when all
obligations of the parties hereunder have been satisfied.
2. DUTIES AND SCOPE OF EMPLOYMENT.
(a) Position. The Company agrees to employ the Employee in an executive
position for the term of his employment under this Agreement. The Employee shall
report as directed by the Chief Executive Officer of URS Corporation or such
officers and agents of the Company or its parent, subsidiary and affiliated
corporations and related entities as such Chief Executive Officer may direct and
shall serve in such positions on behalf of the Company and such corporations and
entities and perform such duties consistent with an executive position at
2.
such locations as may be required by such Chief Executive officer or designee.
It is anticipated that the Employee's duties will require him to travel
frequently and extensively. The Employee's principal office (greater Denver,
Colorado area) may be changed from time to time with the approval of the
Employee, provided the Company reimburses reasonable relocation expenses of
Employee in accordance with generally applicable policies of the Company.
(b) Obligations. During the term of his employment under this
Agreement, the Employee shall devote his full business efforts and time to the
Company and its parent, subsidiaries and affiliated corporations and related
entities and shall not render services to any other person or entity without the
prior written consent of the Chief Executive Officer of URS Corporation. The
foregoing, however, shall not preclude the Employee from engaging in appropriate
civic, charitable or religious activities.
(c) Other Agreements. Employee shall from time to time execute and
deliver to Company and its parent, subsidiary and affiliated corporations and
related entities such agreements, documents and instruments as the Company may
reasonably require, including, without limitation, confidentiality, trade
secret, invention assignment and other agreements.
(d) Resignation from Other Positions. Immediately upon request by the
Company, before or after the termination of the employment of Employee, he shall
resign from any position he holds as director, officer, trustee, nominee, agent
for service of process, attorney-in-fact or similar position with respect to the
Company or a parent, subsidiary or affiliated corporation or related entity of
the Company, and shall execute, verify, acknowledge, swear to and deliver any
documents and instruments reasonably requested by the Company or required to
reflect such resignation.
3. BASE COMPENSATION.
During the term of his employment under this Agreement, the
Company agrees to pay the Employee as compensation for his services a base
salary at an annual rate of no less than $310,000. Such salary shall be payable
in accordance with the Company's standard payroll procedures. (The annual
compensation specified in this Section 3, together with any increases in such
compensation that the Company may grant from time to time, is referred to in
this Agreement as "Base Compensation.")
4. EMPLOYMENT BENEFITS, STOCK OPTIONS, AND INCENTIVE
COMPENSATION, AND OTHER COMPENSATION PLANS AND PROGRAMS.
(a) Eligibility to Participate. During the term of his employment under
this Agreement, the Employee shall be eligible to participate in the employee
benefit plans, stock option and other equity-based incentive and compensation
plans, and other executive incentive and compensation programs maintained with
respect to employees of the Company, subject in each case to (i) the generally
applicable terms and conditions of the plan or program in question and to the
determinations of the Board of Directors of URS Corporation or any committee or
other person administering such plan or program, (ii) determinations by the
Company, any such
3.
corporation or entity, or any such board, committee or person as to whether and
to what extent Employee shall so participate or cease to participate, and (iii)
amendment, modification or termination of any such plan or program in the sole
and absolute discretion of the Company or its parent, subsidiary or affiliated
corporation or related entity maintaining such plan.
(b) Incentive Compensation. Subject to the provisions of Section 4(a),
Employee shall have a 50% Target Award Percentage under the Company's Incentive
Compensation Plan if and to the extent in effect from time-to-time.
5. BUSINESS EXPENSES.
In accordance with the Company's generally applicable
policies, (i) during the term of his employment under this Agreement, the
Employee shall be authorized to incur necessary and reasonable travel,
entertainment and other business expenses in connection with his duties
hereunder, and (ii) the Company shall reimburse the Employee for such expenses
upon presentation of an itemized account and appropriate supporting
documentation.
6. CHANGE IN CONTROL.
(a) Definition. For all purposes under this Agreement, "Change in
Control" shall mean that, after the date of this Agreement, any "person" (as
such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended), other than a person that immediately before the acquisition
or aggregation of securities referred to immediately hereinafter, directly or
indirectly controls, is controlled by, or is under common control with URS
Corporation, through the acquisition or aggregation of securities, becomes the
beneficial owner, directly or indirectly, of securities of URS Corporation or
the Company representing 51 percent or more of the combined voting power of the
then outstanding securities ordinarily (and apart from rights accruing under
special circumstances) having the right to vote at elections of directors (the
"Base Capital Stock"); except that any change in the relative beneficial
ownership of URS Corporation's securities by any person resulting solely from a
reduction in the aggregate number of outstanding shares of Base Capital Stock,
and any decrease thereafter in such person's ownership of securities, shall be
disregarded until such person increases in any manner, directly or indirectly,
such person's beneficial ownership of any securities of URS Corporation.
(b) Good Reason. For all purposes under this Agreement, "Good Reason"
shall mean that either (i) the Employee has incurred a reduction in his Base
Compensation or (ii) the Company has breached its obligations under Section 2(a)
and, at the time of such breach, the Employee is in compliance with his
obligations thereunder and under the other provisions of this Agreement.
(c) Change in Control Payment. If, during the term of this Agreement
and within one year after the occurrence of a Change in Control with respect to
URS Corporation, the Employee voluntarily resigns his employment for Good Reason
or the Company terminates the Employee's employment for any reason other than
Cause or Disability, then the Employee shall be entitled to receive a severance
payment from the Company (the "Change in Control
4.
Payment") and in addition shall be entitled to Severance Benefits in accordance
with Subdivision (ii) of Section 7(a). No Change in Control Payment shall be
made in case of termination of employment of Employee by reason of resignation
of Employee other than for Good Reason, death of Employee, or any other
circumstance not specifically and expressly described in the immediately
preceding sentence. The Change in Control Payment shall be made in a lump sum
not more than five business days following the date of the employment
termination and shall be in an amount determined under Subsection (d) below;
provided, however, in no event shall the Company be required to make the Change
in Control Payment unless and until Employee executes and delivers to the
Company a release in the form of Exhibit A and seven (7) days have elapsed
following such execution and delivery without revocation of such release by
Employee. The Change in Control Payment shall be in lieu of (i) any further
payments to the Employee under Section 3, (ii) any further accrual of benefits
under Sections 4 and 6 with respect to periods subsequent to the date of the
employment termination and (iii) any entitlement to a Severance Payment (as
defined in Subdivision (i) of Section 7(a) below).
(d) Amount. Subject to the provisions of Sections 8(a) and 8(b), the
amount of the Change in Control Payment shall be equal to two hundred (200)
percent of the Employee's annual rate of Base Compensation, as in effect on the
date of the employment termination.
7. INVOLUNTARY TERMINATION WITHOUT CAUSE.
(a) Severance. In the event that, during the term of this Agreement,
the Company terminates the Employee's employment for any reason other than Cause
or Disability or the Employee voluntarily resigns his employment for Good Reason
within ten (10) weeks of the effective date of a reduction of his Base
Compensation or the Company's material breach of its obligations under Section
2(a), as the case may be, and Section 6 does not apply, then:
(i) The Company shall pay an amount ("Severance Payment") in
installments (or a lump sum if the Company so elects), as provided below, equal
in the aggregate to either one hundred percent (100%) or one hundred-twenty
percent (120%) of Employee's annual rate of Base Compensation as in effect on
the date of employment termination plus any accrued and unpaid vacation at the
time of such termination. If the date of employment termination occurs in the
first half of the Company's fiscal year, the Severance Payment shall be 100% of
Employee's annual rate of Base Compensation, as in effect on the date of
employment termination. If the date of employment termination occurs in the
second half of the Company's fiscal year, the Severance Payment shall be 120% of
Employee's annual rate of Base Compensation as in effect on the date of
employment termination. The Severance Payment shall be made in installments at
the same rate (or one hundred-twenty percent (120%) of the rate, as the case may
be) and in accordance with the same schedule as Base Compensation would have
been paid had employment continued until the Severance Payment has been made in
full; provided, however, at its election the Company may at any time pay any
remainder of the Severance Payment in a lump sum.
(ii) For the period of one (1) year following such
termination, the Company shall (i) reimburse Employee for dental and health
insurance premiums required to be
5.
paid by Employee for such one (1) year period to obtain COBRA continuation
coverage within the meaning of Section 4980B(f) (2) of the Internal Revenue Code
of 1986, as amended (the "Code"), provided Employee elects such continuation
coverage, and (ii) cause group long-term disability insurance coverage and basic
term life insurance coverage with a death benefit as then provided to Employee
by the Company, if any, to be continued for such one (1) year period (or, if
such coverage cannot be continued or can only be continued at a cost to the
Company greater than the Company would have incurred absent such termination,
then, at the Company's election, the Company may either provide such long-term
disability or term life insurance as may be available at no greater cost than
one hundred fifty percent (150%) of what the Company would have incurred absent
such termination or pay to Employee one hundred fifty percent (150%) of the
amount of premiums the Company would have incurred to continue such coverage
absent such termination) (payments and benefits under this Subdivision (ii),
collectively "Severance Benefits").
(iii) There shall be credited toward payment and provision of
the Severance Payment and Severance Benefits any other payments or benefits paid
or provided to Employee by or on behalf of the Company or its parent or
subsidiaries as a result of any such termination of employment (other than
payment of vacation accrued as of such termination, and provided that mere
acceleration of exercisability of stock options or of the time of payment or
provision of other payments or benefits that are payable or required to be
provided to Employee without regard to termination of employment shall not be
considered to result from such termination). The first installment of the
Severance Payment shall be made not later than thirty (30) days after such
termination, and Severance Benefits shall be provided monthly commencing after
the expiration of one (1) month following such termination; provided, however,
in no event shall the Company be required to make or provide any Severance
Payment or Severance Benefit unless and until Employee executes and delivers to
the Company a release in the form of Exhibit A and seven (7) days have elapsed
following such execution and delivery without revocation of such release by
Employee (except that pending either such execution and delivery of such a
release by Employee or failure of Employee to do so within such thirty (30)
period, the Company will advance for the account of Employee premiums required
to be paid during such thirty (30) day period if necessary to avoid lapse with
respect to Employee within such period of a group dental, health or disability
policy to which Severance Benefits relate, which advance shall be repaid by
Employee on expiration of such thirty (30) day period in case Employee fails to
so execute and deliver such a release).
(b) Termination of Severance Benefits. All Severance Benefits shall be
discontinued completely as of the date when the Employee returns to employment
or self-employment, whether full- or part-time, with an entity that offers any
group insurance coverage to its employees or independent contractors, regardless
of whether such coverage is equivalent to the insurance coverage contemplated by
the Severance Benefits.
8. LIMITATION ON PAYMENTS.
(a) Basic Rule. Any other provision of this Agreement notwithstanding,
the Company shall not be required to make any payment to, or for the benefit of,
the Employee
6.
(under this Agreement or otherwise) that would be nondeductible by the Company
by reason of section 280G of the Code or that would subject the Employee to the
excise tax described in section 4999 of the Code, and any payment or benefit
that would be nondeductible by reason of section 162(m) of the Code shall to the
extent be deferred and paid or provided in the next taxable year when it can be
paid or provided without limitation by section 162(m) of the Code. All
calculations required by this Section 8 shall be performed by the independent
auditors retained by URS Corporation most recently prior to the Change in
Control (the "Auditors"), based on information supplied by the Company and the
Employee, and shall be binding on the Company and the Employee. All fees and
expenses of the Auditors shall be paid by the Company.
(b) Reductions. If the amount of the aggregate payments to the
Employee must be reduced under this Section 8, then the Employee shall direct in
which order the payments are to be reduced, but no change in the timing of any
payment shall be made without the Company's consent except as provided above
with respect to the limitation of section 162(m) of the Code. As a result of
uncertainty in the application of sections 162(m), 280G and 4999 of the Code at
the time of an initial determination by the Auditors hereunder, it is possible
that a payment will have been made by the Company that should not have been made
(an "Overpayment") or that an additional payment that will not have been made by
the Company could have been made (an "Underpayment"). In the event that the
Auditors, based upon the assertion of a deficiency by the Internal Revenue
Service against the Company or the Employee that the Auditors believe has a high
probability of success, determine that an Overpayment has been made, such
Overpayment shall be treated for all purposes as a loan to the Employee that he
shall repay to the Company, together with interest at the applicable federal
rate specified in section 7872(f) (2) of the Code; provided, however, that no
amount shall be payable by the Employee to the Company if and to the extent that
such payment would not reduce the amount that is nondeductible under section
162(m) or 280G of the Code or is subject to an excise tax under section 4999 of
the Code. In the event that the Auditors determine that an Underpayment has
occurred, such Underpayment shall promptly be paid or transferred by the Company
to, or for the benefit of, the Employee, together with interest at the
applicable federal rate specified in section 7872(f)(2) of the Code.
9. NONDISCLOSURE.
During the term of this Agreement and thereafter, the Employee
shall not, without the prior written consent of the Board, disclose or use for
any purpose (except in the course of his employment under this Agreement and in
furtherance of the business of the Company) confidential information or
proprietary data of the Company or URS Corporation, or any parent, subsidiary or
affiliated corporation or related entity of either of them, except as required
by applicable law or legal process, in which case promptly and before disclosure
the Employee shall give notice to the Company of any such requirement or
process; provided, however, that confidential information shall not include any
information available from another source on a nonconfidential basis, known
generally to the public, or ascertainable from public or published information
(other than as a result of unauthorized disclosure by the Employee). The
Employee
7.
agrees to deliver to the Company at the termination of his employment, or at any
other time the Company may request, all memoranda, notes, plans, records,
reports and other documents (and copies thereof) relating to the business of the
Company and URS Corporation or any parent, subsidiary or affiliated corporation
or related entity of either of them, which he may then possess or have under his
control.
10. MISCELLANEOUS PROVISIONS.
(a) Successors. Subject to Subsection (i) below and provided that
Employee may not delegate his duties hereunder without the consent of the Board
of Directors of the Company, this Agreement and all rights hereunder shall inure
to the benefit of, and be enforceable by, the parties' successors, assigns,
personal or legal representatives, executors, administrators, heirs,
distributees, devisees and legatees.
(b) Notice. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by U.S. registered mail, return receipt
requested and postage prepaid. In the case of the Employee, mailed notices shall
be addressed to him at the home address which he most recently communicated to
the Company in writing for income tax withholding purposes or by notice given
pursuant to this Subsection (a). In the case of the Company, mailed notices
shall be addressed to its corporate headquarters, and all notices shall be
directed to the attention of its Secretary, with a copy to URS Corporation,
addressed to its corporate headquarters as reflected in its most recent Report
on Form 10-Q or Form 10-K filed with the U.S. Securities and Exchange
Commission, directed to the attention of its Secretary.
(c) Waiver. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing
and signed by the Employee and by an authorized officer of the Company (other
than the Employee). No waiver by either party of any breach of, or of compliance
with, any condition or provision of this Agreement by the other party shall be
considered a waiver of any other condition or provision or of the same condition
or provision at another time.
(d) Whole Agreement. No agreements, representations or understandings
(whether oral or written and whether express or implied) which are not expressly
set forth in this Agreement have been made or entered into by either party with
respect to the subject matter hereof. Effective as of the date hereof, this
Agreement supersedes all prior employment agreements and severance agreements
between the parties, their parents, subsidiaries and affiliates, and their
respective predecessors.
(e) Withholding. All payments made under this Agreement shall be
subject to reduction to reflect taxes required to be withheld by law. Employee
hereby declares under penalty of perjury that his Social Security Number is
###-##-####. The Company shall also be entitled to withhold from or offset
against any payments under this Agreement any amounts owed by Employee (whether
or not liquidated) to the Company or URS Corporation or any parent, subsidiary
or affiliated corporation or related entity or either of them.
8.
(f) Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the internal laws of the
State of California, without regard to where Employee has his residence or
principal office or where he performs his duties hereunder.
(g) Severability. The invalidity or unenforceability of any provision
or provisions of this Agreement shall not affect the validity or enforceability
of any other provision hereof, which shall remain in full force and effect.
(h) Arbitration. Except as otherwise provided in Section 6, and except
for any action by the Company seeking injunctive relief against Employee, any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, or Employee's employment with the Company or the terms and conditions
or termination thereof, or any action or omission of any kind whatsoever in the
course of or connected in any way with any relations between the Company and
Employee, shall be finally settled by binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The arbitration shall be administered by the San
Francisco, California regional office of such Association and shall be conducted
at the San Francisco, California offices of such Association or at such other
location in San Francisco, California as such Association may designate. All
fees and expenses of the arbitrator and such Association shall be borne as
designated by the arbitrator.
(i) No Assignment. The rights of any person to payments or benefits
under this Agreement shall not be made subject to option or assignment, either
by voluntary or involuntary assignment or by operation of law, including
(without limitation) bankruptcy, garnishment, attachment or other creditor's
process, and any action in violation of this Subsection (i) shall be void.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.
/s/ Jean-Yves Perez
-----------------------------------
JEAN-YVES PEREZ
Date: March 18, 1998
-----------------------------
WOODWARD-CLYDE GROUP, INC.
/s/ Kent P. Ainsworth
-----------------------------------
KENT P. AINSWORTH, VICE PRESIDENT
Date: March 16, 1998
-----------------------------
9.
EXHIBIT A
GENERAL RELEASE
This General Release ("Release") is executed and delivered by Jean-Yves
Perez ("Employee") to and for the benefit of URS Corporation, a Delaware
corporation, and any parent, subsidiary or affiliated corporation or related
entity of URS Corporation, including without limitation Woodward-Clyde Group,
Inc. and any parent, subsidiary or affiliated corporation or related entity of
Woodward-Clyde Group, Inc. (collectively, the "Company").
In consideration of certain benefits which Employee will receive
following termination of employment pursuant to the terms of the Employment
Agreement entered into as of November 1, 1997 between the Employee and the
Company (the "Agreement"), the sufficiency of which Employee hereby
acknowledges, Employee hereby agrees not to sue and fully, finally, completely
and generally releases, absolves and discharges Company, its predecessors,
successors, subsidiaries, parents, related companies and business concerns,
affiliates, partners, trustees, directors, officers, agents, attorneys,
servants, representatives and employees, past and present, and each of them
(hereinafter collectively referred to as "Releasees") from any and all claims,
demands, liens, agreements, contracts, covenants, actions, suits, causes of
action, grievances, arbitrations, unfair labor practice charges, wages, vacation
payments, severance payments, obligations, commissions, overtime payments,
workers compensation claims, debts, profit sharing or bonus claims, expenses,
damages, judgments, orders and/or liabilities of whatever kind or nature in law,
equity or otherwise, whether known or unknown to Employee which Employee now
owns or holds or has at any time owned or held as against Releasees, or any of
them through the date Employee executes this Release ("Claims"), including
specifically but not exclusively and without limiting the generality of the
foregoing, any and all Claims arising out of or in any way connected to
Employee's employment with or separation of employment from Company including
any Claims based on contract, tort, wrongful discharge, fraud, breach of
fiduciary duty, attorneys' fees and costs, discrimination in employment, any and
all acts or omissions in contravention of any federal or state laws or statutes
(including, but not limited to, federal or state securities laws, any deceptive
trades practices act or any similar act in any other state and the Racketeer
Influenced and Corrupt Organizations Act), and any right to recovery based on
state or federal age, sex, pregnancy, race, color, national origin, marital
status, religion, veteran status, disability, sexual orientation, medical
condition, union affiliation or other anti-discrimination laws, including,
without limitation, Title VII, the Age Discrimination in Employment Act, the
Americans with Disabilities Act, the National Labor Relations Act, the
California Fair Employment and Housing Act, and any similar act in effect in any
jurisdiction applicable to Employee or the Company, all as amended, whether such
claim be based upon an action filed by Employee or by a governmental agency.
During the time Employee is entitled to any Severance Payment or
Severance Benefits, as defined and provided in Sections 6 and 7 of the
Agreement, Employee agrees (i) to assist, as reasonably requested by Company, in
the transition of Employee's responsibilities and (ii) not to solicit any
employee of Company to terminate or cease employment with Company. Without
1.
superseding any other agreements, including the Agreement, and obligations
Employee has with respect thereto, (i) Employee agrees not to divulge any
information that might be of a confidential or proprietary nature relative to
Company, and (ii) Employee agrees to keep confidential all information contained
in this Release (except to the extent (A) Company consents in writing to
disclosure, (B) Employee is required by process of law to make such disclosure
and Employee promptly notifies Company of receipt by Employee of such process,
or (C) such information previously shall have become publicly available other
than by breach hereof on the part of Employee).
Employee acknowledges and agrees that neither anything in this Release
nor the offer, execution, delivery, or acceptance thereof shall be construed as
an admission by Company of any kind, and this Release shall not be admissible as
evidence in any proceeding except to enforce this Release.
It is the intention of Employee in executing this instrument that it
shall be effective as a bar to each and every claim, demand, grievance and cause
of action hereinabove specified. In furtherance of this intention, Employee
hereby expressly consents that this Release shall be given full force and effect
according to each and all of its express terms and provisions, including those
relating 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, and elects to assume all risks for claims that now exist
in Employee's favor, known or unknown, that are released under this Release.
Employee acknowledges Employee may hereafter discover facts different from, or
in addition to, those Employee now knows or believes to be true with respect to
the claims, demands, liens, agreements, contracts, covenants, actions, suits,
causes of action, wages, obligations, debts, expenses, damages, judgments,
orders and liabilities herein released, and agrees the release herein shall be
and remain in effect in all respects as a complete and general release as to all
matters released herein, notwithstanding any such different or additional facts.
If any provision of this Release or application thereof is held
invalid, the invalidity shall not affect other provisions or applications of the
Release which can be given effect without the invalid provision or application.
To this end, the provisions of this Release are severable.
Employee represents and warrants that Employee has not heretofore
assigned or transferred or purported to assign or transfer to any person, firm
or corporation any claim, demand, right, damage, liability, debt, account,
action, cause of action, or any other matter herein released.
NOTICE TO EMPLOYEE
The law requires that Employee be advised and Company hereby advises
Employee in writing to consult with an attorney and discuss this Release before
executing it. Employee acknowledges Company has provided to Employee at least 21
calendar days within which to review and consider this Release before signing
it.
2.
Should Employee decide not to use the full 21 days, then Employee
knowingly and voluntarily waives any claims that Employee was not in fact given
that period of time or did not use the entire 21 days to consult an attorney
and/or consider this Release. Employee acknowledges that Employee may revoke
this Release for up to seven calendar days following Employee's execution of
this Release and that it shall not become effective or enforceable until the
revocation period has expired. Employee further acknowledges and agrees that
such revocation must be in writing addressed to Company as follows:
_____________________, and received by Company as so addressed not later than
midnight on the seventh day following execution of this Release by Employee. If
Employee so revokes this Release, the Release shall not be effective or
enforceable and Employee will not receive the monies and benefits described
above. If Employee does not revoke this Release in the time frame specified
above, the Release shall become effective at 12:00:01 A.M. on the eighth day
after it is signed by Employee.
PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A
GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
I have read and understood the foregoing General Release, have been
advised to and have had the opportunity to discuss it with anyone I desire,
including an attorney of my own choice, and I accept and agree to its terms,
acknowledge receipt of a copy of the same and the sufficiency of the monies and
benefits described above, and hereby execute this Release voluntarily and with
full understanding of its consequences.
Dated:_________________________ ______________________________________
Employee
3.