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EXHIBIT 10.12
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of November 12, 1996 (this
"Agreement"), by and between ASG Holdings Inc., a Delaware corporation (the
"Company"), and Fred Minturn (the "Executive").
WHEREAS, on the date hereof, the Executive is employed by
Mascotech, Inc. ("Mascotech"); and
WHEREAS, pursuant to an Acquisition Agreement dated as of the
date hereof among the Company, Mascotech and MSX International, Inc. ("MSX"),
the Company has agreed to acquire substantially all the assets and business of
MSX; and
WHEREAS, the Company desires to employ the Executive as
Executive Vice President and Chief Financial Officer, and the Executive desires
to be retained in such capacities on the terms and conditions set forth herein,
effective upon the closing of the transactions contemplated by such Acquisition
Agreement, it being understood that if no such closing shall occur, this
Agreement shall have no force and effect.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements made herein, the Company and the Executive agree as follows:
1. Prior Agreements. The Executive hereby agrees that all
agreements, plans or arrangements covering the Executive which are in effect
prior to the Commencement Date and which are to be assumed by the Company
pursuant to the Acquisition Agreement shall be terminated as of the Commencement
Date, and the Executive hereby releases the Company and its affiliates from all
payments and other obligations thereunder, if any. The foregoing shall not apply
to (i) this Agreement, (ii) any other agreement entered into by the Executive
and the Company on the date hereof, and (iii) obligations with respect to the
Executive to be assumed by the Company under the Acquisition Agreement under the
First Amended and Restated Creative Industries Group, Inc. Deferred Compensation
Plan (and related rabbi trust) and the Mascotech, Inc. Salaried Savings Plan.
2. Employment; Duties. The Company shall employ the Executive
as Executive Vice President and Chief Financial Officer for the "Employment
Period" as defined in Section 3. The Executive, in his capacity as Executive
Vice President and Chief Financial Officer, shall have such duties,
responsibilities and authority normally incident to such office, subject to the
provisions of the Bylaws of the Company. Subject to the foregoing, the precise
duties, responsibilities and authority of the Executive may be expanded, limited
or modified, from time to time, at the discretion of the Company. During the
Employment Period, the Executive shall render his business services solely in
the performance of his duties hereunder. The Executive agrees that during the
term of his employment hereunder, he shall devote his full working time,
attention, knowledge and experience and give his best effort, skill and
abilities,
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exclusively to promote the business and interests of the Company. The Executive
may not serve as an officer or director of, make investments in, or otherwise
participate in, any other entity without the prior written consent of the Board
of Directors; provided, that the foregoing shall not be deemed to prohibit the
Executive from acquiring, directly or indirectly, solely as an investment, not
more than two percent (2%) of any class of securities of any entity that are
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended, including the regulations issued thereunder; and provided further,
that so long as it does not interfere with the Executive's employment, the
Executive may (a) with the prior written consent of the Board of Directors,
(which consent will not be unreasonably withheld), serve as a director in a
noncompeting company, (b) serve as an officer, director or otherwise participate
in purely educational, welfare, social, religious and civic organizations, and
(c) manage personal and family investments.
3. Employment Period. This Agreement shall have a term of
two years, commencing as of the date of the closing of the transactions
contemplated by the Acquisition Agreement, as reference in the recitals above
(the "Commencement Date") and ending on the second anniversary of the
Commencement Date (the "Initial Period"), unless sooner terminated in
accordance with the provisions of Section 8 or Section 9. On the expiration of
the Initial Period and on each yearly anniversary thereof, this Agreement shall
automatically renew for an additional one-year period (each such one-year
period being referred to as a "Renewal Period"), unless sooner terminated in
accordance with the provisions of Section 8 or Section 9, unless the Company or
the Executive notifies the other in writing of its intention not to renew this
Agreement not less than ninety (90) days prior to such expiration date or
anniversary, as the case may be. The term of this Agreement, as in effect from
time to time, is referred to herein as the "Employment Period".
4. Compensation and Benefits.
(a) Base Compensation. The Executive shall be paid an
aggregate base salary (the "Base Salary") of $200,000 per annum, less statutory
deductions and withholdings. The Base Salary shall be payable in a manner
consistent with the normal payroll practices of the Company in effect from time
to time. The Board of Directors of the Company, in its sole discretion, or at
the recommendation of the Compensation Committee, may increase (but not
decrease) the Base Salary, at any time.
(b) Annual Bonus. In addition to the Base Salary, the
Executive may be entitled to receive a discretionary annual bonus for each
fiscal year of the Company that ends during the Employment Period of up to 40%
of his annual Base Salary (the "Bonus Award") based upon the achievement of
annual Company and individual performance goals to be set by the Company in
consultation with the Executive.
(c) Benefits. The Executive shall also be entitled to
participate in the employee benefit and group insurance programs provided by the
Company for its officers and
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employees generally and in accordance with the terms of the applicable plan
documents as they may be revised from time to time.
5. Trade Secrets. The Executive recognizes that it is in the
legitimate business interest of the Company to restrict his disclosure or use of
Trade Secrets and Confidential Information relating to the Company and its
direct or indirect subsidiaries for any purpose other than in connection with
his performance of his duties to the Company, and to limit any potential
appropriation of such Trade Secrets and Confidential Information by the
Executive. The Executive therefore agrees that all Trade Secrets and
Confidential Information relating to the Company and its direct or indirect
subsidiaries heretofore or in the future obtained by the Executive shall be
considered confidential and the proprietary information of the Company and its
direct or indirect subsidiaries. During the Employment Period the Executive
shall not use or disclose, or authorize any other person or entity to use or
disclose, any Trade Secrets or other Confidential Information, other than as
necessary to further the business objectives of the Company in accordance with
the terms of his employment hereunder. The term "Trade Secrets or other
Confidential Information" includes, by way of example and without limitation,
matters of a technical nature, such as scientific, trade and engineering
secrets, "know-how", formulas, secret processes, drawings, works of authorship,
machines, inventions, computer programs (including documentation of such
programs), services, materials, patent applications, new product plans, other
plans, technical information, technical improvements, manufacturing techniques,
specifications, manufacturing and test data, progress reports and research
projects, and matters of a business nature, such as business plans, prospects,
financial information, proprietary information about costs, profits, markets,
sales, lists of customers and suppliers of the Company and its direct or
indirect subsidiaries, procurement and promotional information, credit and
financial data concerning customers or suppliers of the Company and its direct
or indirect subsidiaries, information relating to the management, operation and
planning of the Company and its direct and indirect subsidiaries, and other
information of a similar nature to the extent not available to the public, and
plans for future development. After termination of the Executive's employment
with the Company for any reason, the Executive shall not use or disclose Trade
Secrets or other Confidential Information.
6. Return of Documents and Property. Upon the termination of
the Executive's employment with the Company, or at any time upon the request of
the Company, the Executive (or his heirs or personal representatives) shall
deliver to the Company (a) all documents and materials (including, without
limitation, computer files) containing Trade Secrets or other Confidential
Information relating to the business and affairs of the Company and its direct
and indirect subsidiaries, and (b) all documents, materials and other property
(including, without limitation, computer files) belonging to the Company or its
direct or indirect subsidiaries, which in either case are in the possession or
under the control of the Executive (or his heirs or personal representatives).
7. Discoveries and Work. All Discoveries and Works made or
conceived by the Executive during his employment by the Company, whether during
the Employment Period
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or at any time prior thereto, jointly or with others, that relate to the
present or anticipated activities of the Company or its direct or indirect
subsidiaries, or are used or usable by the Company or its direct or indirect
subsidiaries shall be owned by the Company or its direct or indirect
subsidiaries. The term "Discoveries and Works" includes, by way of example but
without limitation, Trade Secrets and other Confidential Information, patents
and patent applications, trademarks and trademark registrations and
applications, service marks and service mark registrations and applications,
trade names, copyrights and copyright registrations and applications. The
Executive shall (a) promptly notify, make full disclosure to, and execute and
deliver any documents requested by, the Company, as the case may be, to
evidence or better assure title to Discoveries and Works in the Company or its
direct or indirect subsidiaries, as so requested, (b) renounce any and all
claims, including but not limited to claims of ownership and royalty, with
respect to all Discoveries and Works and all other property owned or licensed
by the Company or its direct or indirect subsidiaries, (c) assist the Company
or its direct or indirect subsidiaries in obtaining or maintaining for itself
at its own expense United States and foreign patents, copyrights, trade secret
protection or other protection of any and all Discoveries and Works, and (d)
promptly execute, whether during his employment with the Company or thereafter,
all applications or other endorsements necessary or appropriate to maintain
patents and other rights for the Company or its direct or indirect subsidiaries
and to protect the title of the Company or its direct or indirect subsidiaries
thereto, including but not limited to assignments of such patents and other
rights. Any Discoveries and Works which, within six months after the
termination of the Executive's employment with the Company, are made,
disclosed, reduced to a tangible or written form or description, or are reduced
to practice by the Executive and which pertain to the business carried on or
products or services being sold or developed by the Company or its direct or
indirect subsidiaries at the time of such termination shall, as between the
Executive and, the Company, be presumed to have been made during the
Executive's employment by the Company. The Executive acknowledges that all
Discoveries and Works shall be deemed "works made for hire" under the Copyright
Act of 1976, as amended, 17 U.S.C. ss.101.
8. Termination.
(a) The Company or the Executive may terminate this
Agreement, with or without cause, with or without prior notice. Except as
provided in Sections 8(b) and 18, in the event the Company or the Executive
terminates this Agreement, the Executive's rights and the obligations of the
Company hereunder shall cease as of the effective date of the termination,
including, without limitation, the right to receive the Base Salary, any Bonus
Award and all other compensation or benefits provided for in this Agreement.
(b) In the event the Company terminates this Agreement
without "cause" or in the event that the Executive terminates this Agreement
upon notice for "Good Reason", the Executive shall be entitled to continue to
receive payments of his Base Salary for the balance of the then existing
Employment Period, payable at such times and in such amounts as if this
Agreement were not terminated, provided, however, that if such termination
occurs during the Initial Term, or on account of the Company's action pursuant
to Section 3 which
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prevents the automatic renewal of the Agreement upon (and only upon) expiration
of the Initial Term, then the period during which the Executive shall be
entitled to continue to receive payments of his Base Salary shall be no less
than one year. All other compensation and benefits provided for in Section 4 of
this Agreement shall cease upon such termination.
For purposes of this Agreement, "cause" shall mean (i) the
willful failure of the Executive to follow the directions of the Company (other
than any such failure resulting from his incapacity due to physical or mental
illness or disability which is subject to the provisions of Section 9), after
written notice of such failure from the Board of Directors and a 10-day
opportunity to cure, (ii) any act of fraud or dishonesty, misappropriation or
embezzlement, wilful misconduct or gross negligence in connection with the
performance of the Executive's duties hereunder, (iii) a breach by the Executive
of any material provision hereof or of any material contractual or material
legal duty to the Company (including, but not limited to, the unauthorized
disclosure of Trade Secrets or other Confidential Information, non-compliance
with the written policies, guidelines and procedures of the Company), after
written notice thereof from the Board of Directors and a 30-day opportunity to
cure in the event that such breach was not wilful, (iv) the conviction of the
Executive of the commission of a crime or offense involving moral turpitude
(including pleading guilty or no contest to such a crime or offense or a lesser
charge which results from plea bargaining) which results in the imprisonment of
the Executive, whether or not committed in connection with the business of the
Company, (v) alcohol or substance abuse or (vi) breach by the Executive of the
provisions of any stockholders agreement or other agreement relating to the
Executive's acquisition of an equity interest in the Company to which the
Executive may become a party on or after the date hereof.
For purposes of this Agreement, "Good Reason" shall mean (i)
the Company changes the Executive's status, title or position as an officer of
the Company and such change represents a material reduction in such status,
title or position conferred hereunder, and/or (ii) the Company materially
breached this Agreement, and such change or breach is not cured by the Company
within thirty (30) days from the date the Executive delivers a Notice of
Termination for Good Reason. Such "Notice of Termination for Good Reason" shall
include the specific section of this Agreement which was relied upon and the
reason that the Company act or failure to act has given rise to his termination
for Good Reason.
(c) In the event the Company terminates this Agreement
for cause or the Executive terminates this Agreement (other than for Good
Reason), the Executive's rights hereunder shall cease as of the effective date
of the termination, including, without limitation, the right to receive the
Base Salary, any Bonus Award and all other compensation or benefits provided for
in this Agreement.
(d) As a condition to his entitlement, if any, to
amounts provided for under Section 8(b), the Executive shall have executed and
delivered to the Company a release in the form attached hereto as Exhibit A (the
"Release"), as such Release may be modified by the Company from time to time in
good faith, and such Release shall have become irrevocable.
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9. Disability; Death.
(a) If, prior to the expiration of the Employment
Period or the termination of this Agreement, the Executive shall be unable to
perform his duties by reason of mental or physical disability for at least
one-hundred eighty (180) consecutive days or any one-hundred eighty (180) days
(whether or not consecutive) in any three-hundred sixty (360) consecutive day
period, the Company shall have the right to terminate this Agreement and the
remainder of the Employment Period by giving written notice to the Executive to
that effect. Immediately upon the giving of such notice, the Employment Period
shall terminate.
(b) Upon termination of this Agreement pursuant to
Section 9(a), the Executive shall be paid his Base Salary for the month in which
notice is given. In the event of a dispute as to whether the Executive is
disabled within the meaning of Section 9(a), either party may from time to time
request a medical examination of the Executive by a doctor appointed by the
Chief of Staff of a hospital selected by mutual agreement of the parties, or as
the parties may otherwise agree, and the written medical opinion of such doctor
shall be conclusive and binding upon the parties as to whether the Executive has
become disabled and the date when such disability arose. The cost of any such
medical examination shall be borne by the Company. If, prior to the expiration
of the Employment Period or the termination of this Agreement, the Executive
shall die, the Executive's estate shall be paid his Base Salary through the end
of the month in which the Executive's death has occurred, at which time the
Employment Period shall terminate without further notice and the Company shall
have no further obligations hereunder.
10. No Conflicts. The Executive represents to the Company
that the execution, delivery and performance by the Executive of this Agreement
do not conflict with or result in a violation or breach of, or constitute (with
or without notice or lapse of time or both) a default under any contract,
agreement or understanding, whether oral or written, to which the
Executive is a party or of which the Executive is or should be aware.
11. Non-Competition. From and after the Commencement Date,
the Executive will not, except pursuant to the terms hereof, directly or
indirectly, own, manage, operate, join, finance control or participate in the
ownership, management, operation or control of, or be employed or be
otherwise connected in any manner with, any business under a name similar to
the name of any of the Company or any direct or indirect subsidiary thereof.
Prior to the termination of the Executive's employment hereunder and for a
period after any such termination or expiration of this Agreement equal to the
greater of (i) twelve (12) months and (ii) the balance of the then existing
Employment Period (as if this Agreement were not terminated), the Executive
will not (except as an officer, director, employee, agent or consultant of the
Company) directly or indirectly, own, manage, operate, join, or have a
financial interest in, control or participate in the ownership, management,
operation or control of, or be employed as an employee, agent or consultant, or
in any other individual or representative capacity whatsoever, or use or permit
his name to be used in connection with, or be otherwise connected in any manner
with (i) any business or enterprise engaged (wherever located) in the design,
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development, manufacture, distribution or sale of any products, or the provision
of any services, which the Company or its direct or indirect subsidiaries were
designing, developing, manufacturing, distributing, selling or providing at any
time up to an including the date of termination of this Agreement or (ii) any
business which is similar to or competitive with the business carried on or
planned by the Company or its direct or indirect subsidiaries at any time during
the period of the Executive's employment by the Company, whether during or prior
to the Employment Period, unless the Executive shall have obtained the prior
written consent of the Board of Directors, provided that the foregoing
restriction shall not be construed to prohibit the ownership by the Executive of
not more than two percent (2%) of any class of securities of any corporation
which is engaged in any of the foregoing businesses, having a class of
securities registered pursuant to the Securities Exchange Act of 1934, which
securities are publicly owned and regularly traded on any national exchange or
in the over-the-counter market, provided further, that such ownership represents
a passive investment and that neither the Executive nor any group of persons
including the Executive in any way, either directly or indirectly, manages or
exercises control of any such corporation, guarantees any of its financial
obligations, otherwise takes part in its business other than exercising his
rights as a shareholder, or seeks to do any of the foregoing.
12. Non-Solicitation. Prior to the termination of the
Executive's employment hereunder and for a period after any such termination or
expiration of this Agreement equal to the greater of (i) twelve (12) months and
(ii) the balance of the then existing Employment Period (as if this Agreement
were not terminated), the Executive agrees, directly or indirectly, whether for
his own account or for the account of any other individual or entity, not to
solicit or canvas the trade, business or patronage of, or sell any products or
services which are the same as or similar to those designed, developed,
manufactured, distributed or sold by the Company or its direct or indirect
subsidiaries to, any individuals or entities that were either customers of the
Company or any of its direct or indirect subsidiaries during the time the
Executive was employed by the Company, whether during or prior to the Employment
Period, or prospective customers with respect to whom a sales effort,
presentation or proposal was made by the Company or any of its direct or
indirect subsidiaries during the twelve months preceding the date of termination
or expiration, as the case may be. The Executive further agrees that prior to
the termination of the Executive's employment hereunder and for a period of two
years thereafter, he shall not, directly or indirectly, (i) solicit, induce,
enter into any agreement with, or attempt to influence any individual who was an
employee or consultant of the Company or any of its direct or indirect
subsidiaries at any time during the time the Executive was employed by the
Company, whether during or prior to the Employment Period, to terminate his or
her employment relationship with the Company or any of its direct or indirect
subsidiaries or to become employed by the Executive or any individual or entity
by which Executive is employed or (ii) interfere in any other way with
the employment, or other relationship, of any employee or consultant of the
Company or any of its direct or indirect subsidiaries.
13. Enforcement. (a) The Executive agrees that the remedies
at law for any breach or threat of breach by him of any of the provisions of
Sections 5, 6, 7, 11 and 12 hereof
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will be inadequate, and that, in addition to any other remedy to which the
Company may be entitled at law or in equity, the Company shall be entitled to a
temporary or permanent injunction or injunctions or temporary restraining order
or orders to prevent breaches of the provisions of Sections 5, 6, 7, 11 and 12
hereof and to enforce specifically the terms and provisions thereof, in each
case without the need to post any security or bond. Nothing herein contained
shall be construed as prohibiting the Company from pursuing, in addition, any
other remedies available to the Company for such breach or threatened breach. A
waiver by the Company of any breach of any provision hereof shall not operate or
be construed as a waiver of a breach of any other provision of this Agreement or
of any subsequent breach by the Executive.
(b) It is expressly understood and agreed that although
the Company and the Executive consider the restrictions contained in Sections
5, 6, 7, 11 and 12 hereof to be reasonable for the purpose of preserving the
goodwill, proprietary rights and going concern value of the Company, if a
final judicial determination is made by a court having jurisdiction that the
time or territory or any other restriction contained in such Sections 5, 6, 7,
11 and 12 is an unenforceable restriction on the Executive's activities, the
provisions of such Sections 5, 6, 7, 11 and 12 shall not be rendered void but
shall be deemed amended to apply as to such maximum time and territory and to
such other extent as such court may judicially determine or indicate to be
reasonable. Alternatively, if the court referred to above finds that any
restriction contained in Sections 5, 6, 7, 11 or 12 or any remedy provided
herein is unenforceable, and such restriction or remedy cannot be amended so as
to make it enforceable, such finding shall not affect the enforceability of any
of the other restrictions contained therein or the availability of any other
remedy. The provisions of Sections 5, 6, 7, 11 and 12 shall in no respect limit
or otherwise affect the Executive's obligations under other agreements with the
Company.
14. Assignment. The rights and obligations of the parties
under this Agreement shall not be assignable by either the Company or the
Executive, provided that this Agreement is assignable by the Company to any
affiliate of the Company, to any successor in interest to any business of the
Company, or to a purchaser of all or substantially all of the assets of any
business of the Company.
15. Notices. Any notice required or permitted under this
Agreement shall be deemed to have been effectively made or given if in writing
and personally delivered, mailed properly addressed in a sealed envelope,
postage prepaid by certified or registered mail, delivered by a reputable
overnight delivery service or sent by facsimile. Unless otherwise changed by
notice, notice shall be properly addressed to the Executive if addressed to:
Fred Minturn
20 N. Duval
Grosse Pointe Shores, MI 48236
and properly addressed to the Company if addressed to:
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ASG Holdings, Inc.
275 Rex Boulevard
Auburn Hills, MI 48326
Attention: Ralph Miller
with a copy to:
Morgan Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
Attention: Philip Werner, Esq.
16. Severability. Wherever there is any conflict between any
provision of this Agreement and any statute, law, regulation or judicial
precedent, the latter shall prevail, but in such event the provisions of this
Agreement thus affected shall be curtailed and limited only to the extent
necessary to bring them within the requirements of the law. In the event that
any provision of this Agreement shall be held by a court of proper jurisdiction
to be indefinite, invalid, void or voidable or otherwise unenforceable, the
balance of the Agreement shall continue in full force and effect unless such
construction would clearly be contrary to the intentions of the parties or would
result in an unconscionable injustice.
17. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
18. Effect of Termination. Notwithstanding anything to the
contrary contained herein, if this Agreement or the Executive's employment is
validly terminated pursuant to Section 8 or Section 9 or expires by its terms,
the provisions of Sections 5, 6, 7, 11, 12, 13, and 16 shall continue in full
force and effect.
19. Disputes. Any claim or controversy arising out of or
relating to this Agreement, or any breach thereof, or otherwise arising out of
or relating to the Executive's employment, compensation and benefits with the
Company or the termination thereof, shall be settled by arbitration in Detroit,
Michigan in accordance with the rules established by the American Arbitration
Association, provided, however, that the parties agree that (i) the arbitrator
shall be prohibited from disregarding, adding to or modifying the terms of this
Agreement; (ii) the arbitrator shall be required to follow established
principles of substantive law and the law governing burdens of proof; (iii) only
legally protected rights may be enforced in arbitration; (iv) the arbitrator
shall be without authority to award punitive or exemplary damages; (v) the
arbitrator shall be an attorney licensed to practice law in Michigan who has
experience in similar matters; and (vi) any demand for arbitration made by the
Executive must be filed and served, if at
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all, within 180 days of the occurrence of the act or omission complained of. Any
claim or controversy not submitted to arbitration in accordance with this
Section 19 shall be considered waived and, thereafter, no arbitration panel or
tribunal or court shall have the power to rule or make any award on any such
claim or controversy. The award rendered in any arbitration proceeding held
under this Section 19 shall be final and binding, and judgment upon the award
may be entered in any court having jurisdiction thereof, provided that the
judgment conforms to established principles of law and is supported by
substantial record evidence.
20. Miscellaneous; Choice of Law. This Agreement constitutes
the entire agreement, and supersedes all prior agreements, of the parties hereto
relating to the subject matter hereof, and there are no written or oral terms or
representations made by either party other than those contained herein. This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of Michigan, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Michigan or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Michigan.
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IN WITNESS WHEREOF, the parties have executed this Employment
Agreement as of the day and year first above written.
ASG HOLDINGS INC.
__________________
By: Frederick K. Minturn
Its: President
__________________
Frederick K. Minturn
[Signature Page to Fred Minturn Employment Agreement]
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EXHIBIT A
Form of Release
I, ______________________, hereby release and discharge
________________ (the "Company"); its present and former subsidiaries and
affiliates; the Company's, any such subsidiaries' and any such affiliates'
present and former partners, officers, directors, stockholders, employees,
representatives and agents; and the successors and assigns of each of the
foregoing persons and entities (collectively, the "Released Persons"), from any
and all actions, causes of action, suits, debts, dues, sums of money, including
without limitation any compensation owed or potentially owed, any accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions,
claims, and demands whatsoever (including, without limitation, under the Age
Discrimination in Employment Act, 29 U.S.C. ss. 621 et seq. ("ADEA"), or the
Employee Retirement Income Security Act, 29 U.S.C. ss. 1001 et seq.), known or
unknown, fixed, conditional or contingent, in law or in equity, which I and my
respective heirs, executors, administrators, legal representatives, successors
and assigns ever had, now have or hereafter can, shall or may have against the
Released Persons, individually or collectively, derivatively or otherwise, for,
upon or by reason of any matter, cause or thing whatsoever from the beginning of
time to the date hereof.
The Company has advised me to consult with an attorney of my
choosing prior to executing this Release regarding this Release and I hereby
represent to the Company that I have in fact consulted with such an attorney
prior to the execution of this Release with respect hereto. I acknowledge that I
shall have up to twenty-one days prior to the execution of this Release to
consider the waiver of my rights under ADEA pursuant to this Release, provided
that once I have executed this Release, I shall have seven days from the date of
execution to revoke my consent to the release of my rights under ADEA. If no
such revocation occurs, my release of rights under ADEA pursuant to this Release
shall become effective seven days from the date I execute this Release. I
acknowledge that any revocation of consent pursuant to this Release must be in
writing and must be hand-delivered or telecopied to__________________________
____________, counsel to the Company, at _______________________________________
_____________, facsimile number ________, within such seven-day period.
IN WITNESS WHEREOF, the undersigned has executed this Release
as of _______ of ______________.
__________________
[Name]
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