CLECO CORPORATION SEPARATION AGREEMENT AND GENERAL RELEASE
EXHIBIT
10.1
CLECO
CORPORATION
SEPARATION
AGREEMENT AND GENERAL RELEASE
THIS
SEPARATION AGREEMENT AND GENERAL RELEASE
(the
“Agreement”) is made effective as of August 14, 2006 (the “Effective Date”)
between Cleco Corporation and each of its subsidiaries and affiliates (the
“Company”), and R. O’▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. (“Employee”).
1. Separation
from Employment.
Effective as of August 14, 2006 and pursuant to Section 3.4 of the Employment
Agreement, the parties agree that Employee’s employment with the Company is
separated (the “Separation Date”).
2.
Contractual
and Other Payments Upon Separation.
Pursuant to an Executive Employment Agreement initially effective as of October
25, 2002 (the “Employment Agreement”), set forth below are the payments and
benefits to which the Company and Employee agree that Employee is entitled
following his separation from employment.
2.1.
Employment
Agreement.
Provided Employee is not in breach of any post-termination obligation imposed
under his Employment Agreement, and pursuant to Section 3.4 of said Employment
Agreement, he shall be entitled to severance pay, representing post-separation
wages, in the amount of $225,000.00 to be paid as of February 14, 2007.
If
Employee elects to have the Company provide the relocation assistance set
forth
in Section 3.1e of the Employment Agreement, he shall request, no later than
August 13, 2007, that the Company (1) pay or reimburse him for relocation
costs
as set forth in Section 3.1e(ii) of the Employment Agreement, and (2) purchase
his principal residence at its appraised fair market value. If the appraised
fair market value is less than Employee’s purchase price plus the documented
cost of any improvements to the principal residence made by Employee, the
Company shall pay to Employee (in addition to the appraised fair market value
as
set forth above) the difference between these amounts on the latter of February
14, 2007 or the date the Company completes the purchase of the principal
residence.
Employee
is also entitled to the benefit described in Section 3.1.f. of the Employment
Agreement, providing for the payment of premiums under the Company’s group
medical plan. Such payment shall be made directly to Employee, and as such
shall
be taxable to Employee. The first installment, consisting of premiums for
the
period commencing the first calendar month following the Separation Date
and
ending February 28, 2007, shall be paid no earlier than February 14, 2007.
Reimbursements for the period commencing March 1, 2007 and ending December
31,
2007 shall be made on a monthly basis. The final installment, consisting
of
premiums for the period commencing January 1, 2008 and ending February 29,
2008
(the conclusion of the maximum 18-month coverage period), shall be made no
later
than December 31, 2007. Employee
acknowledges
that he shall be responsible for timely payment of monthly premiums and for
the
timely making of a coverage continuation election under the group medical
plan.
2.2. 2000
Long-Term Incentive Compensation Plan - Restricted Stock
Awards.
Under
the Company’s 2000 Long-Term Incentive Compensation Plan, effective as of
January 1, 2000 (the “2000 LTIP”), Employee has outstanding Restricted Stock
Awards for the three-year Performance Cycles beginning in 2004, 2005 and
2006.
The Company agrees that the restrictions applicable to the awards of Restricted
Shares and the maximum amount of Opportunity Shares relating to the 2004
and
2005 Performance Cycles lapse in proportion to the number of days elapsed
in
each Performance Cycle from the first date of the Performance Cycle to the
Separation Date. Consequently, with respect to the 2004 Performance Cycle,
restrictions will lapse on 3,864
Restricted Shares and 3,864
Opportunity Shares. With respect to the 2005 Performance Cycle, restrictions
will lapse on 2,377
Restricted Shares and 2,377
Opportunity Shares. With respect to the 2006 Performance Cycle, Employee
shall
be entitled to a prorated portion of the actual award, if any, at the completion
of the Performance Cycle on December 31, 2009. Such portion of Restricted
Shares, Opportunity Shares and related Common Stock Equivalent Units shall
be
determined by the number of days elapsed from the first date of the 2006
Performance Cycle to the Separation Date. All other Restricted Shares,
Opportunity Shares, and Common Stock Equivalent Units related to outstanding
Restricted Stock Awards shall be canceled and forfeited to the Company, and
Employee shall have no further right to such forfeited Restricted Shares,
Opportunity Shares or Common Stock Equivalent Units.
The
earned portion of Restricted Shares related to the 2004 and 2005 Performance
Cycles shall be distributed to Employee within 30 days following the Separation
Date. The earned portion of Opportunity Shares related to the 2004 and 2005
Performance Cycles shall be distributed as of February 14, 2007, along with
any
dividend equivalents regularly accruing on such Opportunity Shares, as provided
under the Company’s 2000 LTIP and Employee’s individual awards thereunder.
Employee
will be entitled to payment of an income tax adjustment on the prorated
Restricted Shares and Opportunity Shares that lapse under the 2004 and 2005
Performance Cycles, pursuant to Section 12.4 of the 2000 LTIP. For purposes
of
performing this calculation, the value of the prorated Restricted Shares
will be
determined at the close of the New York Stock Exchange on the Separation
Date.
The estimated income tax adjustment associated with the value of the Restricted
Shares shall be withheld by the Company and applied in full to Employee’s 2006
federal and state taxes. The value of the prorated Opportunity Shares will
be
determined at the close of the New York Stock Exchange on February 14, 2007,
and
the estimated tax adjustment associated with such shares shall be withheld
by
the Company and applied in full to Employee’s 2007 federal and state taxes.
Employee will not
be
entitled to payment of an income tax adjustment on Restricted Shares or Common
Stock Equivalent Units awarded under the 2006 Performance Cycle and will
be
solely responsible for federal and state taxes. The terms “Restricted Shares,”
“Opportunity Shares,” “Common Stock Equivalent Units” and “Performance Cycles”
shall have the meanings set forth in the 2000 LTIP.
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2.3
2000
Long-Term Incentive Compensation Plan - Time-Based Restricted Stock
Awards.
Under
the 2000 LTIP, Employee has outstanding Time-Based Restricted Stock Awards
granted in January 2004. The Company agrees that the restrictions applicable
to
this award of Restricted Shares lapse in proportion to the number of days
elapsed from the first date of the 3-year restriction period to the Separation
Date. Consequently, with respect to the January 2004 award, restrictions
will
lapse on 694
Restricted Shares.
The
earned portion of Time-Based Restricted Shares, reduced for taxes as described
below, shall be distributed to Employee within 30 days following the Separation
Date.
Employee
will not
be
entitled to payment of an income tax adjustment on Time-Based Restricted
Shares
and will be solely responsible for federal and state taxes associated with
this
award. In accordance with the Notice and Acceptance of Grant of Restricted
Stock
dated February 18, 2004, the Company shall withhold the number of shares
the
Fair Market Value of which is equivalent to the resulting tax
liability.
2.4
2000
Long-Term Incentive Compensation Plan - Stock Options.
Any
stock options awarded under the 2000 LTIP to Employee that are vested and
remain
unexercised as of the Separation Date shall remain exercisable as detailed
in
Exhibit B.
Employee
acknowledges that all unvested options awarded to Employee under the 2000
LTIP
shall be forfeited as of his Separation Date.
2.5
Supplemental
Executive Retirement Plan.
Upon
attaining age 55, Employee shall be entitled to a benefit under the Company’s
Supplemental Executive Retirement Plan (“SERP”). Such benefit shall be 45% of
the Employee’s final compensation as defined in Section 2.9 of the SERP, reduced
appropriately for retirement prior to age 65 as described in Sections 3.3B
and
3.5 of the SERP. The parties agree that the monthly dollar amount of Employee’s
SERP benefit shall be $9,125.66 at age 55 and $11,551.47 at age 65. The timing
of Employee’s distribution shall be subject to the terms of the SERP as it may
be amended from time to time to comply with applicable law.
2.6
Other
Benefits.
Notwithstanding the foregoing and except as expressly provided herein, this
Agreement does not affect or restrict in any manner Employee’s benefits under
the employee benefit plans generally maintained for the benefit of all of
the
employees of the Company, as in effect as of the Separation Date.
2.7
Extinguishment.
Employee acknowledges that, except as otherwise provided in this Agreement,
payment of the foregoing amounts extinguishes the Company’s obligations under
the Employment Agreement and the Annual Incentive Compensation Plan, in their
entirety.
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3.
Additional
Consideration.
In
consideration for Employee’s execution of and compliance with this Agreement,
the Company shall provide the additional consideration set forth in this
Section
3. The Company and Employee acknowledge and agree that the additional
consideration provided herein is not for any services already rendered, is
not
otherwise due or owing to Employee under any agreement (whether oral or written)
with the Company or any Company plan, policy or practice, and that the
additional consideration would not be made or owing absent his execution
of this
Agreement and the fulfillment of the obligations contained herein.
Payment
of the additional consideration provided herein is subject to the binding
execution by Employee the Waiver and Release, attached hereto as Exhibit
A,
which must be executed, without alteration, by Employee within 21 days following
the Effective Date. The Company’s obligation to make any payments under this
Section 3 shall cease in the event Employee fails to comply with the terms
of
this Agreement, including the provisions of Exhibit A.
3.1.
Additional
Severance Payments:
The
Company shall provide to Employee (1) an amount equal to the target annual
incentive payment for the year 2006, said payment to equal $101,250.00; and
(2)
a lump-sum payment of $25,000.00, both to be paid not later than 30 days
after
the Separation Date, provided that the Waiver and Release has been executed
by
Employee and is irrevocable.
4.
Confidentiality;
Noncompetition.
Employee acknowledges that he is subject to and bound by covenants concerning
the use of the Company’s confidential information and the nonsolicitation of the
Company’s employees as outlined in the Confidential Information and
Non-Solicitation sections, each contained in the Employment Agreement, and
that
such proscriptions shall survive his separation of employment from the Company
in accordance with their initial terms.
5. Return
of Property.
Employee
shall promptly return to the Company all of the property of the Company (and
its
Affiliates), including, without limitation, automobiles, equipment, computers,
fax machines, portable telephones, printers, software, credit cards, manuals,
customer lists, financial data, letters, notes, notebooks, reports and copies
of
any of the above and any confidential information that is in the possession
or
under the control of Employee.
6.
Nondisparagement.
As a
material inducement to the Company to enter into this Agreement, Employee
agrees
that he will not:
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a.
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Publicly
criticize or disparage the Company, or privately criticize or disparage
the Company in a manner intended or reasonably calculated to result
in
public embarrassment to, or injury to the reputation of, the Company
in
any community in which the Company is engaged in business;
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b.
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Directly
or indirectly, acting alone or acting in concert with others, institute
or
prosecute, or assist any person in any manner in instituting or
prosecuting, any
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legal
proceedings of any nature against the Company, subject, however,
with
respect to any legal action relating to claims of employment
discrimination or retaliation involving the Employee’s or another’s
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c.
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Damage
the property of the Company or otherwise engage in any misconduct
which is
injurious to the business or reputation of the Company; or
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d.
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Take
any other action, or assist any person in taking any other action,
that is
adverse to the interests of the Company or inconsistent with fostering
the
goodwill of the Company; provided, however, that Employee will
not be in
breach of the covenant contained in subsection b herein solely
by reason
of his testimony which is compelled by process of law or engages
in
conduct permitted in Section 6.b. above.
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The
Company agrees that it will not publicly or privately criticize or disparage
Employee in a manner intended or reasonably calculated to result in
embarrassment to, or injury to the reputation of, Employee in the community,
or
to result in a detrimental impact on Employee’s ability to obtain future
employment.
7.
Waiver
and Release.
In
consideration of the payment of the amounts set forth in Section 3 hereof,
the
adequacy of which is hereby acknowledged, Employee agrees to execute Exhibit
A
hereto, the terms of which are incorporated herein.
8.
Representations
by Employee.
By
execution of this Agreement, Employee hereby represents that no claim, charge,
complaint or action by Employee against the Company exists in any forum or
form.
In the event of any such claim, charge, complaint or action has been filed,
Employee shall not be entitled to recover any monies or other relief
therefrom.
9.
Representations
by the Company.
By
execution of this Agreement, the Company hereby represents, that no claim,
charge, complaint or action by it against Employee exists in any forum or
form.
In the event that any such claim, charge, complaint or action has been filed,
the Company shall not be entitled to recover any monies or other relief
therefrom. The Company also represents that Employee is entitled to no other
payments or benefits resulting from his separation from employment other
than
those set forth herein.
10. No
Participation in Claims.
Employee waives any right to in any way voluntarily assist any individual
or
entity in commencing or prosecuting any action or proceeding including, but
not
limited to, any administrative claims, charges or complaints and/or any lawsuit
against the Company or to in any way voluntarily participate or cooperate
in any
such action or proceeding, except as such waiver is prohibited by law. Such
waiver does not apply to participation by Employee in employment discrimination
claims prosecuted by another employee.
11.
Assistance
and Cooperation.
Employee agrees he will furnish such information and proper assistance as
may be
reasonably necessary and requested by the Company in connection with any
administrative agency claim, charge or complaint and/or any litigation in
which
the
5
Company
is then or may become involved. The Company agrees to reimburse Employee
for his
expenses expended in providing any such assistance to the Company. If Employee
provides such assistance as requested by the Company during the term of the
Consulting Services Master Agreement between Employee and the Company executed
on the same date hereof (Consulting Agreement), the terms of the Consulting
Agreement shall control. If Employee provides such assistance subsequent
to the
term of the Consulting Agreement, the Company shall reimburse Employee for
his
expenses.
12.
Nonassignability.
Neither
this Agreement nor any right or interest hereunder shall be subject, in any
manner, to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, whether voluntary or involuntary, by operation of
law or
otherwise, any attempt at such shall be void; and further provided, that
any
such benefit shall not in any way be subject to the debts, contract,
liabilities, engagements or torts of Employee, nor shall it be subject to
attachment or legal process for or against Employee. Notwithstanding the
foregoing, in the event of the Employee’s death prior to the payment of all cash
payments properly due hereunder, such cash payments will be paid to Employee’s
estate.
13.
Amendment
to Agreement.
This
Agreement may not be modified or amended except by an instrument in writing
signed by the parties hereto.
14.
Waiver.
No term
or condition of this Agreement shall be deemed to have been waived nor shall
there be an estoppel against the enforcement of any provision of this agreement,
except by written instrument of the party charged with such waiver or
estoppel.
15.
Notices.
All
notices or communications hereunder shall be in writing, addressed as
follows:
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To the Company: To
the Employee:
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| Cleco Corporation R. O’▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. |
| ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| P. O. Box 5000 ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
|
|
Attention:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Either
party may change its address for notices by providing a written notice of
such
address change to the other party. All such notices shall be conclusively
deemed
to be received and shall be effective, (a) if sent by hand delivery, upon
receipt, (b) if sent by telecopy or facsimile transmission, upon confirmation
of
receipt by the sender of such transmission or (c) if sent by registered or
certified mail, on the fifth day on which such notice is mailed.
16.
Source
of Payments.
All
cash payments provided in this Agreement will be paid from the general funds
of
the Company. Employee’s status with respect to amounts owed under this Agreement
will be that of a general unsecured creditor of the Company, and Employee
will
have no right, title, or interest whatsoever in or to any investments which
the
Company may make to aid the Company in meeting its obligations hereunder.
6
Nothing
contained in this Agreement, and no action taken pursuant to this provision,
will create or be construed to create a trust of any kind or a fiduciary
relationship between the Company and Employee or any other person. The Company
in its sole discretion may retain as owner and for its own benefit insurance
on
the life of Employee, in such amounts and in such forms consistent with the
policies on the life of Employee held by the Company as of the Separation
Date.
Such life insurance policies may be held by the Company in connection with
the
liabilities assumed by the Company pursuant to this Agreement, but shall
not be
deemed to be held under any trust for the benefit of Employee, any beneficiary
of the Employee or his estate, or to be security for the performance of the
obligations of the Company but shall be, and remain, a general, unpledged
and
unrestricted asset of the Company. Neither Employee nor his beneficiaries
or
estate shall have any right or interest in or to any proceeds of such
policies.
17.
Tax
Withholding.
The
Company may withhold from any benefits payable under this Agreement all federal,
state, city or other income or employment taxes that may be required pursuant
to
any law or governmental regulation or ruling.
18. Good
Faith Compliance.
The
characterization and timing of payments under this Agreement are intended to
comply with proposed regulations under IRC Section 409(A). Notwithstanding
any
provision of this Agreement to the contrary,
the
Company reserves the right to modify the characterization and/or timing of
any
payment under this Agreement in order to comply with final regulations as
issued
by the Internal Revenue Service and shall not be held liable for delay or
acceleration of any payments associated with this Agreement in order to comply
with such regulations.
Subject
to the consent of the Company, which consent shall not be unreasonably withheld,
Employee may request the amendment or modification of this Agreement or the
delay of any payment hereunder to the extent Employee deems necessary or
advisable to comply with the provisions of IRC Section 409A. Employee
acknowledges that neither the Company nor its directors, officers or employees
has provided him with advice about the terms and conditions of this Agreement,
including the taxation of benefits and payments hereunder, and that neither
the
Company nor its directors, officers or employees has any ongoing obligation
to
do so. Employee has been advised to consult tax counsel prior to the execution
of this Agreement and he has done so or determined that such counsel is not
necessary.
19. Key
Employee.
Employee
acknowledges that he is a “key employee” within the meaning of IRC Section 409A,
and that the Company makes such status determination annually, as of each
December 31st,
to be
applicable with respect to the 12-month period commencing as of the immediately
succeeding April 1st.
20.
Severability.
If any
provision of this Agreement is held to be invalid, illegal, or unenforceable,
in
whole or in part, such invalidity will not affect any otherwise valid provision,
and all other valid provisions will remain in full force and
effect.
21.
Counterparts.
This
Agreement may be executed in two or more counterparts, each of which will
be
deemed an original, and all of which together will constitute one
document.
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22.
Titles.
The
titles and headings preceding the text of the paragraphs and subparagraphs
of
this Agreement have been inserted solely for convenience of reference and
do not
constitute a part of this Agreement or affect its meaning, interpretation
or
effect.
23.
Governing
Law.
This
Agreement will be construed and enforced in accordance with the internal
laws of
the State of Louisiana applicable to contracts made to be performed wholly
within such state.
24.
Breach
of Covenants.
Subject
to the limitation set forth in Exhibit A hereto, employee agrees that a
judicially-determined material breach of any covenant in this Agreement shall
relieve the Company of any further obligations hereunder and, in addition
to any
other legal or equitable remedy available to the Company, shall entitle it
to
recover any payments already paid to him pursuant to Section 3 of this
Agreement.
25.
Nonadmission
of Wrongdoing.
Employee agrees that neither this Agreement, Exhibit A hereto, nor the
furnishing of the consideration set forth herein shall be deemed or construed
at
any time for any purpose as an admission by the Company of any liability
or
unlawful conduct of any kind.
26.
Entire
Agreement.
This
Agreement sets forth the entire agreement between the parties hereto related
to
the subject matter herein, and, except as expressly set forth herein, fully
supersedes any prior agreements or understandings between the parties, whether
orally or in writing. Employee acknowledges that he has not relied upon any
representations, promises or agreements of any kind made to him in connection
with the execution of this Agreement, including Exhibit A hereto, except
as set
forth herein.
27.
Acknowledgements.
Employee acknowledges that he received this Agreement on the Effective Date,
that he has been provided at least 21 days to consider this Agreement, and
that
he has consulted with counsel regarding the terms of this Agreement, including
the Waiver and Release.
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THIS
AGREEMENT is
executed in multiple counterparts as of the dates set forth below, each of
which
shall be deemed an original, to be effective as of the Separation Date
designated above.
| CLECO CORPORATION | EMPLOYEE |
| By: /s/
▇.▇. ▇▇▇▇▇▇▇▇▇ |
By: /s/
▇▇▇▇ ▇▇▇▇▇▇▇▇
R. O’▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇.
|
| Its: SVP, Corporate Services | Date: 8/25/06 |
| Date: 8/23/06 | |
|
WITNESS
|
|
| By: /s/ ▇▇▇▇▇ Works | |
| Date: 8/25/06 | |
Executed
before me, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Notary
Public, in and for the State of Louisiana
,
Parish/County of Rapides
,
and in
my presence, this 25
day
of
August
,
2006.
/s/ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Notary
Public
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Dated:
August 14, 2006
EXHIBIT
A
WAIVER
AND RELEASE
In
exchange for the consideration offered under the Separation Agreement and
General Release between me and Cleco Corporation and each of its subsidiaries
and affiliates (collectively, the “Company”), effective as of August 14, 2006
(the “Agreement”), I hereby waive all of my claims and release the Company,
including each of their directors and officers, employees and agents, and
employee benefit plans and the fiduciaries and agents of said plans
(collectively referred to as the “Corporate Group”), from any and all claims,
demands, actions, liabilities and damages. I acknowledge that I have received
all wages due me from the Company for services I rendered before the date
hereof, and I acknowledge that all payments under Section 3 of the Agreement
are
voluntary on the part of the Company and are not required by any legal
obligation of the Company, other than the Agreement itself.
I
understand that signing this Waiver and Release is an important legal act.
I
acknowledge that I have been advised to consult an attorney before signing
this
Waiver and Release and/or the Agreement and that I have done so or I have
determined that such consultation is not necessary. I understand that I have
21
calendar days after the date shown above to consider whether to sign this
Waiver
and Release, without alterations, and return it to the Company by first class
mail or by hand delivery and that if I execute this Waiver and Release before
the expiration of the 21-day period, I will be deemed to have waived the
balance
of the period.
In
exchange for the consideration offered to me by the Company pursuant to Section
3 of the Agreement, the sufficiency of which is hereby acknowledged, I agree
not
to ▇▇▇ or file any suits raising claims of discrimination, or any other claim
or
action in any court regarding or relating in any way to the Company, and
I
knowingly and voluntarily waive all claims and release the Corporate Group
from
any and all claims, demands, actions, liabilities and damages, whether known
or
unknown, arising out of or relating in any way to the Company, except with
respect to a breach under the Agreement and such rights or claims as may arise
after the date of this Waiver and Release is executed. I further waive my
right
to claim or receive damages as a result of any charge of discrimination which
may be filed by me or anyone acting on my behalf. This Waiver and Release
releases any and all claims and causes of action, including, but not limited
to,
claims under: Title VII of the Civil Rights Act of 1964, as amended, the
Age
Discrimination in Employment Act of 1967, as amended, the Civil Rights Act
of
1866, as amended, the Civil Rights Act of 1991, as amended, the Americans
with
Disabilities Act of 1990, as amended, the Older Workers Benefit Protection
Act
of 1990, as amended, the Employee Retirement Income Security Act of 1974,
as
amended, the Family and Medical Leave Act of 1993, as amended, and any claims
of
contract, tort, defamation, slander, wrongful termination or other claims
or any
other state or federal statutory or common law.
Should
any of the provisions set forth in this Waiver and Release be determined
to be
invalid by a court or other tribunal of competent jurisdiction, it is agreed
that such determination shall not affect the enforceability of other provisions
of this Waiver and Release.
I
acknowledge that this Waiver and Release and the Agreement set forth the
entire
understanding and agreement between me and the Company or any other member
of
the Corporate Group concerning the subject matter of this Waiver and Release
and
supersede my prior or contemporaneous oral and/or written agreements or
representations, if any, between me and the Company or any other member of
the
Corporate Group.
I
acknowledge that I have read this Waiver and Release, have had an opportunity
to
ask questions and have it explained to me, and that I understand that this
Waiver and Release will have the effect of knowingly and voluntarily waiving
any
action I might pursue, including breach of contract, personal injury,
retaliation, discrimination on the basis of race, age, sex, national origin
or
disability and any other claims arising prior to the date hereof.
I
further
agree that in the event of my material breach of this Waiver and Release,
in
addition to any other legal or equitable remedy, the Company shall be entitled
to recover any payments made under paragraph 3 of the Agreement (or be relieved
of any obligation to make additional payments thereunder), subject to any
restrictions on such recovery or relief as may be imposed under applicable
law
or as may be required to ensure that this Waiver and Release is and remains
valid and enforceable.
By
execution of this document, I do not waive or release or otherwise relinquish
any legal rights I may have which are attributable to or arise out of acts,
omissions or events of the Company or any other member of the Corporate Group
which occur after the date of execution of this Waiver and Release.
I
understand that for a period of seven calendar days following the execution
of
this Waiver and Release (the “Waiver Revocation Period”), I may revoke my
acceptance of the offer by delivering a written statement to the Company
by hand
or by registered mail, addressed to the address for the Company specified
in the
Agreement, in which case the Waiver and Release will not become effective.
In
the event I revoke my acceptance of this offer, the Company shall have no
obligation to provide me the consideration offered under Section 3 of the
Agreement and I will return any payments I may have received in accordance
with
Section 3. I understand that failure to revoke my acceptance of the offer
within
the seven-calendar-day Waiver Revocation Period will result in this Waiver
and
Release being permanent and irrevocable.
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EXHIBIT
B
Schedule
of Stock Option Vesting/Exercise Periods - R. O’▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇.
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Option
Grant Date
|
Vested
Options |
Strike
Price
|
Date
Exercise
Period Ends |
|
07/28/2000
|
1,667
|
$18.44
|
Note
1
|
|
07/27/2001
|
1,500
|
$22.25
|
Note
1
|
|
04/17/2002
|
2,000
|
$24.25
|
Note
1
|
|
Total
|
5,167
|
Note
1:
The
exercise period shall extend 30 days beyond the required 90-day lock-up
period
associated with the August 2006 stock offering.
3
|
WITNESS
|
|
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇ Works |
| R. O’▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. | |
| Date: 8/25/06 | Date: 8/25/06 |
Executed
before me, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Notary
Public, in and for the State of Louisiana
,
Parish/County of Rapides
,
and in
my presence, this 25
day
of
August
,
2006.
/s/ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Notary
Public
4