Exhibit 10(o)(ii)
SEVERANCE AGREEMENT
SEVERANCE AGREEMENT dated as of between THE PITTSTON COMPANY, a
Virginia corporation ("the Company"), and (the "Executive").
The Executive is currently employed by the Company in a senior
executive capacity. The Company and the Board recognize that the Executive's
contribution to the growth and success of the Company has been substantial. The
Board desires to reinforce and encourage the continued attention and dedication
by the Executive to the Company's affairs as a member of the Company's senior
management. The Company believes it to be in the best interests of the Company
and its shareholders to identify and agree upon certain benefits and obligations
of the Executive in the event of the termination of his services and to record
those matters in this severance agreement (the "Agreement").
SECTION 1. Definitions. As used in this
Agreement:
(a) "Board" means the Board of Directors of the
Company.
(b) "Cause" means (i) an act or acts of dishonesty on the
Executive's part which are intended to result in the Executive's substantial
personal enrichment at the expense of the Company or (ii) repeated material
violations by the Executive of the Executive's obligations hereunder which are
demonstrably willful and deliberate on the Executive's part and which have not
been cured by the Executive within a reasonable time after written notice to the
Executive specifying the nature of such violations. Notwithstanding the
foregoing, the Executive shall not be deemed to have been terminated for Cause
without (1) reasonable notice to the Executive setting forth the reasons for the
Company's intention to terminate for Cause, (2) an opportunity for the
Executive, together with his counsel, to be heard before the Board, and (3)
delivery to the Executive of a Notice of Termination from the Board finding that
in the good faith opinion of three-quarters (3/4) of the Board the Executive was
guilty of conduct set forth above in clause (i) or (ii) hereof, and specifying
the particulars thereof in detail.
(c) "Date of Termination" means (i) if the Executive's
employment is terminated by the Company for Cause or by the Executive for Good
Reason, the date of receipt of the Notice of Termination or any later date
specified therein, as the case may be, (ii) if the Executive's employment is
terminated by the Company other than for Cause or Incapacity, the Date of
Termination shall be the date on which the Company notifies the Executive of
such termination, and (iii) if the Executive's employment is terminated by
reason of death or Incapacity, the Date of Termination shall be the date of
death of the Executive or the effective date of the Incapacity, as the case may
be.
(d) "Disposition Date" means the earlier of (i) the date of
sale, lease, exchange or other transfer to a person previously unaffiliated with
the Company of greater than fifty (50%) percent of the assets or shares of
Brink's, Incorporated, Brink's Home Security, Inc., Pittston Coal Company,
Burlington Air Express Inc. or Pittston Mineral Ventures Company or their
respective successors and (ii) the date of the first public announcement of any
such sale, lease, exchange or other transfer which is subsequently completed.
(e) "Good Reason" means:
(i) without the Executive's express written con sent and
excluding for this purpose an isolated, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and inadvertent
action not taken in bad faith and which is remedied by the Company or
its affiliates promptly after receipt of notice thereof given by the
Executive, (A) the assignment to the Executive of any duties
inconsistent in any respect with the Executive's position (including
status, offices, titles and reporting requirements), authority, duties
or responsibilities as contemplated by Section 3(i) hereof, or (B) any
other action or inaction by the Company or its affiliates which results
in a diminution in such position, authority, duties or
responsibilities;
(ii) without the Executive's express written consent, the
Company's requiring the Executive's work location to be other than as
set forth in Section 3(i);
(iii) any failure by the Company to comply with and
satisfy Section 10(a); or
(iv) any breach by the Company of any other
material provision of this Agreement.
(f) "Incapacity" means any physical or mental
illness or disability of the Executive which continues for a
period of six consecutive months or more and which at any time after such
six-month period the Board shall reasonably determine renders the Executive
incapable of performing his or her duties during the remainder of the Employment
Period.
SECTION 2. Term of Employment Period. This Agreement shall
commence on the date hereof and shall continue in effect for so long as the
Executive shall be employed by the Company or any of its affiliates(the
"Employment Period"). In the event a Change in Control (as defined in the
Executive Agreement dated as of April 23, 1997, between the Company and the
Executive, as the same may from time to time be amended) shall occur during the
Employment Period, this Agreement shall be unaffected thereby, it being the
intention of the parties hereto that their rights and obligations shall be
governed by the terms of both such agreements such that, in the event of a
conflict in terms, the benefits most favorable to the Executive shall apply;
provided that there shall be no duplication of benefits as a result of the
operation of both agreements.
SECTION 3. Terms of Employment. Position and Duties. (i)
During the Employment Period: (A) the Executive's position (including status
(for example, base salary and target bonus), offices, titles, reporting
requirements, authority, duties and responsibilities) shall be at least
commensurate in all material respects with the most significant of those held,
exercised and assigned immediately prior to any change thereof, and (B) the
Executive's services shall be performed at the location at which the Executive
was based on the date hereof and the Company shall not require the Executive
to travel on Company business to a substantially greater extent than required
immediately before the date hereof, except for travel and temporary assignments
which are reasonably required for the full discharge of the Executive's
responsibilities and which are consistent with the Executive's being so based.
(ii) During the Employment Period, and excluding any periods
of vacation and sick leave to which the Executive is entitled, the Executive
agrees to devote reasonable attention and time during normal business hours to
the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive's reason able best efforts to perform faithfully and efficiently such
responsibilities. All such services as an employee or officer will be subject to
the direction and control of the Chief Executive Officer of the Company or of an
appropriate senior official designated by such Chief Executive Officer.
SECTION 4. Obligations of the Company Upon Termination of
Employment. (a) Termination for Good Reason or for Reasons Other Than for
Cause, Death or Incapacity. If the Company shall terminate the Executive's
employment other than for Cause or Incapacity or the Executive shall terminate
his or her employment for Good Reason:
(i) the Company shall pay to the Executive in a lump sum in
cash (or in stock if provided by a relevant plan), by the later of (I)
30 days after the Date of Termination and (II) 10 business days after
execution (without subsequent revocation) by the Executive of the
Release required by Section 8(b) of this Agreement, as defined
herebelow, the aggregate of the following amounts:
(A) the sum of (1) the Executive's currently
effective annual base salary through the Date of Termination
to the extent not theretofore paid, (2) the product of (x) a
bonus ("Annual Bonus") not less than the aggregate amount of
the Executive's highest bonus award under the Key Employees
Incentive Plan or any substitute or successor plan for the
last three calendar years preceding the Date of Termination
and (y) a fraction, the numerator of which is the number of
days in the current fiscal year through the Date of
Termination, and the denominator of which is 365, (3) any
compensation previously deferred by the Executive and any
amounts matched by the Company, whether vested or unvested
(together with any accrued interest or earnings thereon and
all amounts attributable thereto, (4) an amount equal to the
value of those unvested benefits payable in stock or cash
which unvested benefits cannot be the subject of accelerated
vesting by reason of the terms of the relevant plans) and (5)
any accrued vacation pay, in each case to the extent not
theretofore paid (the sum of the amounts described in clauses
(1) through (5) shall be hereinafter referred to as the
"Accrued Obligations"); and
(B) the amount equal to the product of (1) two and
(2) the sum of (x) the Executive's annual base salary and (y)
his or her Annual Bonus; provided, however that the multiplier
in clause (i)(B)(1) of this Section 4(a) shall be "three" if
any such termination of the Executive by the Company for other
than Cause or Incapacity or the Executive for Good Reason were
to occur subsequent to a Disposition Date;
(ii) in addition to the retirement benefits to which the
Executive is entitled under the Company's Pension-Retirement Plan and
Pension Equalization Plan or any successor plans thereto (collectively,
the "Pension Plans"), the Company shall pay the Executive the excess of
(x) the retirement pension which the Executive would have accrued under
the terms of the Pension Plans (without regard to any amendment to the
Pension Plans made subsequent to the date hereof, which amendment
adversely affects in any manner the computation of retirement benefits
thereunder), determined as if the Executive were fully vested
thereunder and had accumulated (after the Date of Termination)
twenty-four additional months (or thirty-six if such Date of
Termination occurs on or after a Disposition Date) of Benefit Accrual
Service credit (as such term is defined in the Pension Plans)
thereunder and treating the amounts paid under clause (i)(B) of this
Section 4(a) as compensation paid during a twenty-four (or thirty-six,
as the case may be) month period for purposes of calculating Average
Salary and benefits under the Pension Plans, over (y) the retirement
pension which the Executive had then accrued pursuant to the provisions
of the Pension Plans;
(iii) for two years after the Executive's Date of Termination
(or three years if such Date of Termination occurs on or after a
Disposition Date), or such longer period as may be provided by the
terms of the appropriate plan, program, practice or policy, the Company
shall continue benefits to the Executive and/or the Executive's family
at least equal to those which would have been provided to them in
accordance with benefit plans, programs, practices and policies,
including, without limitation, medical, disability, group life,
accidental death and travel accident insurance plans and programs, if
the Executive's employment had not been terminated or, if more favor-
able to the Executive, as in effect generally at any time thereafter,
provided, however, that if the Executive becomes reemployed with
another employer and is eligible to receive medical benefits under
another employer-provided plan, the medical benefits shall be secondary
to those provided under such other plan during such applicable period
of eligibility and further provided, however, that the rights of the
Executive and/or the Executive's family under Section 4980B(f) of the
Code shall commence at the end of such two-year (or three-year, as the
case may be) period;
(iv) the Company shall, at its sole expense as incurred,
provide the Executive with reasonable out-
placement services for a period of up to two years from the Date of
Termination, the provider of which shall be selected by the Executive
in his or her sole discretion;
(v) the Company shall cause to be accelerated and immediately
vested and exercisable all unexercised stock options granted before the
Date of Termination, whether or not such options are exercisable on the
Date of Termination, including, without limitation, the equity
retention options granted in 1993, regardless of whether the retention
or non-sale conditions thereto have been satisfied;
((vi) the Company, if requested within three years of the Date
of Termination, shall arrange for the purchase of the principal
residence of the Executive and the provision of relocation benefits to
the Executive substantially equal to all those provided under the
Company's Senior Executive Relocation Program dated April, 1996 under
the captions "Selling Your Current Home," "Moving Your Family and
Household," and "Tax Allowance";
(vii) to the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Executive any other vested
amounts or benefits required to be paid or provided or which the
Executive is eligible to receive under any plan, program, policy or
practice or contract or agreement of the Company and its affiliates,
including earned but unpaid stock and similar compensation (such other
amounts and benefits shall be hereinafter referred to as the "Other
Benefits").
(b) Death or Incapacity. If the Executive's employment is
terminated by reason of the Executive's death or Incapacity during the
Employment Period, this Agreement shall terminate without further obligations to
the Executive's legal representatives under this Agreement, other than for (i)
timely payment of Accrued Obligations and (ii) provision by the Company of death
benefits or disability benefits for termination due to death or Incapacity,
respectively, as in effect at the date hereof or, if more favorable to the
Executive, at the Executive's Date of Termination.
(c) Cause; Other than for Good Reason. If the Executive's
employment shall be terminated for Cause during the Employment Period, this
Agreement shall terminate without further obligation of the Company to the
Executive other than timely payment to the Executive of (x) the Executive's
currently effective annual base salary through the Date of
Termination, (y) the amount of any compensation previously deferred by the
Executive and any and all amounts matched by the Company or any of its
affiliates, including, without limitation, all proceeds thereof and all amounts
attributable thereto, and (z) Other Benefits, in each case to the extent
theretofore unpaid. If the Executive voluntarily terminates employment during
the Employment Period, excluding a termination for Good Reason, this Agreement
shall terminate without further obligations to the Executive, other than for the
timely payment of Accrued Obligations and Other Benefits.
SECTION 5.
(a) Non-exclusivity of Rights. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company or any of its affiliates and
for which the Executive may qualify, nor shall anything herein limit or
otherwise affect such rights as the Executive may have under any contract or
agreement with the Company or any of its affiliates. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any contract or agreement with the Company or
any of its Affiliates at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.
(b) Additional Compensation. Nothing in this Agreement shall
prevent or limit the Company's ability to augment the benefits payable pursuant
to this Agreement in the event that in the judgment of the Chairman of the
Company or the Board of Directors it is deemed appropriate to provide additional
compensation and/or benefits to the Executive as a result of facts and
circumstances deemed relevant by the Chairman or the Board of Directors.
SECTION 6. No Mitigation. The Company agrees that, if the
Executive's employment is terminated during the term of this Agreement for any
reason, the Executive is not required to seek other employment or to attempt in
any way to reduce any amounts payable to the Executive hereunder. Further,
except as provided in Section 4(iii) hereof, the amount of any payment or
benefit provided hereunder shall not be reduced by any compensation earned by
the Executive as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by the Executive to
the Company, or otherwise.
SECTION 7. Confidential Information. The Executive will not,
during the Employment Period or for a
period of three years following a Termination of Employment, disclose or reveal
to any person, firm or corporation (other than to employees of the Company and
its agents and then only as required on a need-to-know basis in the performance
of such employee's or agent's duties) or use (except as required in the
performance of his duties hereunder) any trade secrets (such as, without
limitation, processes, formulae, programs or data) or other confidential
information relating to the business, techniques, products, operations,
customers, know-how and affairs of the Company or any of its affiliates. All
business records, notes, magnetic or electronic media, papers and documents
(including, without limitation, customer lists, estimates, market surveys,
computer programs and correspondence) kept or made by the Executive relating to
the business or products of the Company or any of its affiliates shall be and
remain the property of the Company or the affiliate and shall be promptly
delivered to the Company upon termination of the Employment Period.
SECTION 8. Full Settlement and Form of Release.
(a) Subject to full compliance by the Company with all of its
obligations under this Agreement, this Agreement shall be deemed to constitute
the settlement of such claims as the Executive might otherwise be entitled to
assert against the Company by reason of the termination of the Executive's
employment for any reason during the Employment Period. The Company's obligation
to make the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have
against the Executive or others. The Company agrees to pay as incurred, to the
full extent permitted by law, all legal fees and expenses which the Executive
may reasonably incur as a result of any contest (regardless of the outcome
thereof) by the Company, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof.
(b) It is expressly agreed by the parties that the benefits
provided for under this Agreement are substantial, and would not be provided
without a prior release (without subsequent revocation) by the Executive of
other claims against the Company and its affiliates. To record that release,
upon any termination of employment pursuant to Section 4(a) of this Agreement,
the Executive and the Company agree to deliver to each other a written release
in the form attached to this Agreement as Exhibit A (the "Release").
SECTION 9. Certain Additional Payments by the Company.
Anything in this Agreement to the contrary notwithstanding, in the event that it
shall be determined that any payment or distribution by the Company to or for
the benefit of the Executive (whether paid or payable or distributed or
distributable) pursuant to the terms of this Agreement or otherwise
(collectively, the "Payments") but determined without regard to any additional
payments required under this Section 9, would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, the
Executive shall be entitled to receive an additional payment (the "Gross-Up
Payment") in an amount equal to (i) the amount of the excise tax imposed on the
Executive in respect of the Payments (the "Excise Tax") plus (ii) all federal,
state and local income, employment and excise taxes (including any interest or
penalties imposed with respect to such taxes) imposed on the Executive in
respect of the Gross-Up Payment, such that after payments of all such taxes
(including any applicable interest or penalties) on the Gross-Up Payment, the
Executive retains a portion of the Gross-Up Payment equal to the Excise Tax.
SECTION 10. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by agreement, in
form and substance satisfactory to the Executive, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.
Failure of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession will be a breach of this Agreement and
entitle the Executive to compensation from the Company in the same amount and on
the same terms as the Executive would be entitled to hereunder had the Company
terminated the Executive for reason other than Cause or Incapacity on the
succession date. As used in this Agreement, "the Company" means the Company as
defined in the preamble to this Agreement and any successor to its business or
assets which executes and delivers the agreement provided for in this Section 10
or which otherwise becomes bound by all the terms and provisions of this
Agreement by operation of law or otherwise.
(b) This Agreement shall be enforceable by the Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
SECTION 11. Non-assignability. This Agreement is personal in
nature and neither of the parties hereto shall, without the consent of the
other, assign or transfer this Agreement or any rights or obligations hereunder,
except as provided in Section 10 hereof. Without limiting the foregoing, the
Executive's right to receive payments hereunder shall not be assignable or
transferable, whether by pledge, creation of a security interest or otherwise,
other than a transfer by his or her will or by the laws of descent or
distribution, and, in the event of any attempted assignment or transfer by the
Executive contrary to this Section, the Company shall have no liability to pay
any amount so attempted to be assigned or transferred.
SECTION 12. Notices. For the purpose of this Agreement,
notices and all other communications provided for herein shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States regis tered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive:
If to the Company: The Pittston Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention of Corporate
Secretary
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
SECTION 13. Operation of Agreement; Survival of Obligations.
This Agreement shall be effective immediately upon its execution and continue to
be effective so long as the Executive is employed by the Company or any of its
affiliates; provided, however, that the parties' respective obligations
hereunder shall survive the termination of the Executive's employment for any
reason.
SECTION 14. Governing Law. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws
of the Commonwealth of Virginia without reference to principles of conflict of
laws.
SECTION 15. Miscellaneous. (a) This Agreement
contains the entire understanding with the Executive with
respect to the subject matter hereof and supersedes any and all prior agreements
or understandings, written or oral, relating to such subject matter. No
provisions of this Agreement may be modified, waived or discharged unless such
modification, waiver or discharge is agreed to in writing signed by the
Executive and the Company.
(b) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(c) Except as provided herein, this Agreement shall not be
construed to affect in any way any rights or obligations in relation to the
Executive's employment by the Company or any of its affiliates prior to the date
hereof or subsequent to the end of the Employment Period. It is expressly
understood that subject to the terms of the Executive Agreement referred to in
Section 2 hereof, the Executive remains an employee at the will of the Company.
(d) This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same Agreement.
(e) The Company may withhold from any benefits payable under
this Agreement all Federal, state, city or other taxes as shall be required
pursuant to any law or governmental regulation or ruling.
(f) The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered as of the day and year first above set forth.
THE PITTSTON COMPANY,
by__________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board,
President and Chief
Executive Officer
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(the Executive)
EXHIBIT A
MUTUAL RELEASE dated as of _____________, between _______________, residing in
the Commonwealth of Virginia (the "Executive") and THE PITTSTON COMPANY, a
Virginia corporation (the "Company").
For and in consideration of the promises set forth in the
Severance Agreement dated as of ________, 1997, between the Executive and the
Company (the "Agreement"), the Company hereby releases and forever discharges
the Executive from any claims, acts, damages, demands, benefits, accounts,
liabilities, obligations, liens, costs, rights of action, claims for relief, and
causes of action, in law and in equity, both known and unknown, which the
Company ever had, now has, or might in the future have against the Executive,
except such as may arise from any malfeasance on the part of the Executive.
Subject to the provisions of the penultimate paragraph of this
Mutual Release, for good and valuable consideration, receipt of which is hereby
acknowledged, the Executive hereby releases and forever discharges the Company
and its affiliates, absolutely and forever, of and from any and all claims,
acts, damages, demands, benefits, accounts, liabilities, obligations, liens,
costs, rights of action, claims for relief and causes of action of every nature
and kind whatsoever, in law and in equity, both known and unknown, which the
Executive ever had, now has or might in the future have against the Company
and/or its affiliates, including, but not limited to any and all claims, acts,
damages, demands, benefits, accounts, liabilities, obligations, liens, costs,
rights of actions, claims for relief and causes of action in any way connected
with, related to and/or resulting from the Executive's employment with the
Company and its affiliates, the termination of such employment, possible rights
or claims arising under the Age Discrimination in Employment Act of 1967, and
the compensation, calculation, determination and payment under any and all stock
and benefit plans and termination agreements operative between the Executive and
the Company, including but not limited to claims for bonus or other incentive
compensation, salary, severance, "fringe" benefits, vacation, stock benefits,
retirement benefits, worker's compensation benefits, and unemployment benefits.
In addition, the Executive agrees not to support or participate in the
commencement of any suit or proceeding of any kind against the Company and its
affiliates or against their directors, officers, agents or employees with
respect to any act, event or occurrence or any alleged failure to
act, occurring up to and including the date of the execution
of this Mutual Release.
As used herein, the Executive refers to and includes [name of
Executive] and his heirs, executors, administrators, representatives, legatees,
devisees, agents, family predecessors, attorneys, and the successors and assigns
of each of them. As used herein, references to the Company and to the Company
and its affiliates refer to and include The Pittston Company, a Virginia
corporation, and all past and present subsidiaries, divisions, parent companies,
affiliated and/or commonly controlled corporations, companies, and enterprises,
ventures, and projects, and all past and present officers, directors, trustees,
employees, representatives, agents and attorneys thereof, and the successors and
assigns of each of them.
The Company and the Executive hereby warrant and represent to
each other that there has been no assignment, conveyance, encumbrance,
hypothecation, pledge or other transfer of any interest in any matter covered by
this Mutual Release, and hereby agree to indemnify, defend, and hold each other
harmless of and from any and all claims, liabilities, damages, costs, expenses,
and attorneys' fees incurred as a result of anyone asserting any such
assignment, conveyance, encumbrance, hypothecation, pledge or transfer.
There is expressly reserved from the effect of this Mutual
Release any claim which the Executive may now or hereafter have regarding (a)
the Severance Agreement to which this Mutual Release was an Exhibit and the
benefits provided for thereunder including, without limitation, those benefits
contemplated by Section 5 of such Agreement and (b) the provisions of Article
VIII of the Restated Certificate of Incorporation of the Company, as in effect
on the date hereof, which indemnification obligation will continue in full force
and effect for the Executive's actions prior to the date hereof. Without
limiting the generality of the foregoing, also reserved from this Release are
the Executive's entitlement to pension, retirement and other benefits under the
terms of the Company's Pension-Retirement Plan, Pension Equalization Plan,
Savings-Investment Plan, Employee Stock Purchase Plan, Key Employees Deferred
Compensation Program and 1988 Stock Option Plan, as amended. In addition, there
is reserved from this Release the Executive's entitlement to such medical and
life insurance coverage as may be provided from time to time under employee
benefit plans available to retired employees of the Company.
The Executive acknowledges that he has had at least twenty-one
(21) days to consider the meaning of this Mutual Release and that he should seek
advice from an
attorney. Furthermore, once the Executive has signed this Mutual Release, he may
revoke this Mutual Release during the period of seven (7) business days
immediately following his signing hereof (the "Revocation Period"). This Mutual
Release will not be effective or enforceable until the Revocation Period has
expired without revocation by the Executive. Any revocation within this period
must be submitted in writing to the Company and signed by the Executive.
The Executive agrees that he has entered into this Mutual Release after having
had the opportunity to consult the advisor of his choice, including an attorney,
with such consultation as he deemed appropriate and has a full understanding of
his rights and of the effect of executing this Mutual Release, namely, that he
waives any and all non-excluded claims or causes of action against the Company
regarding his employment or termination of employment, including the waiver of
claims set forth above. The Executive further acknowledges that his execution of
this Mutual Release is made voluntarily and with full understanding of its
consequences and has not been coerced in any way. This Mutual Release may not be
changed orally. Capitalized terms not defined herein shall be as defined in the
Agreement.
THE PITTSTON COMPANY
By:___________________________
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(the Executive)
COMMONWEALTH OF VIRGINIA,)
) ss.:
COUNTY OF HENRICO, )
On this ____ day of _____________, 19__ before me personally
came ______________, to me known and known to me to be the individual described
in and who executed the foregoing Mutual Release, and duly acknowledged to me
that he executed the same.
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Notary Public
COMMONWEALTH OF VIRGINIA,)
) ss.:
COUNTY OF HENRICO, )
On this _____________ day of ____, 19__ before me personally
came ______________, to me known and known to me to be the officer who executed
the foregoing Mutual Release on behalf of THE PITTSTON COMPANY, and he duly
acknowledged to me that he executed the same.
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Notary Public