RETIREMENT TRANSITION AND CONSULTING AGREEMENT
Exhibit 10
THIS
RETIREMENT TRANSITION AND CONSULTING AGREEMENT (“Agreement”) is entered into and
effective this 18th day of March, 2008 (the “Effective Date”) by and between
Cabela’s Incorporated, a Delaware Corporation (“Company”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(“Executive”).
RECITALS
WHEREAS,
Executive is currently serving as Senior Vice President of Company, as well as
an officer and/or director for certain subsidiaries of Company;
WHEREAS,
Executive has provided loyal and valuable service to Company for over eighteen
years, and has significant, unique and valuable knowledge of the retail industry
generally, as well as Company’s retail and multi channel programs, processes and
plans;
WHEREAS,
Executive has expressed a desire to retire from employment with Company and its
subsidiaries;
WHEREAS,
Company recognizes Executive’s significant contribution to Company and its
shareholders, as well Executive’s specialized knowledge of the industry and
Company;
WHEREAS,
in order to facilitate a smooth and orderly transition within Company upon
Executive’s retirement, and to assure access to Executive’s unique and valuable
services, Company desires to retain the services of Executive as an employee for
a specified transition term, as described herein, and thereafter as a consultant
for a specified consulting period, as described herein, on the terms and
conditions set forth herein; and
WHEREAS,
Executive is willing to continue Executive’s employment with Company during the
specified transition term and to provide consulting services to Company during
the specified consulting period pursuant to the terms and conditions set forth
herein.
NOW
THEREFORE, in consideration of the foregoing premises and the mutual promises
set forth herein Company and Executive agree as follows:
1. Employment
Transition. Except as otherwise provided herein, Executive
shall remain employed with Company on an at-will basis from the Effective Date
of this Agreement though May 17, 2008 (the “Transition Term”) unless earlier
terminated as provided below.
a. Executive
shall retire and terminate Executive’s employment with Company effective May 17,
2008 (the “Separation Date”). Executive hereby resigns all
directorships, offices and/or executive positions held by Executive with Company
or any of its subsidiaries or affiliates, with such resignations to be effective
on the Separation Date.
b. During
the Transition Term, Executive agrees to devote Executive’s full business time,
attention and energies to performing such duties on behalf of Company as from
time to time may be reasonably assigned to Executive by the Board of Directors
of Company (the “Board”) or the Chief Executive Officer of Company (the
“CEO”).
c. Base
Salary. During the Transition Term, Company shall continue to
pay Executive a base salary at Executive’s current rate of $429,955.00 per annum
(the “Base Salary”). Such Base Salary shall be payable during the
Transition Term in accordance with Company’s standard payroll policy for
executives.
d. Employee
Bonus. Executive has received a 2007 bonus in the gross amount
of $299,625.00, less applicable withholdings, in accordance with the Company’s
regular bonus payment procedure, which payment was provided in March of 2008.
Executive shall not be eligible for an employee bonus or other incentive
compensation for Executive’s services to Company in 2008 or
thereafter.
e. Employee
Benefits. Executive shall continue to be eligible during the
Transition Term to participate in Company’s health, life and disability
insurance plans, and Company’s retirement plans and other employee benefits, in
accordance with the terms of the respective policies and plans.
f. Accrued
Vacation. On or before the first regular payday following the
Separation Date, Executive shall receive a lump-sum payment, less applicable
withholdings, as payment for all accrued and unused vacation owed to Executive
through the Separation Date. As of the Effective Date of this
Agreement, Executive has 35.5 days of available and accrued vacation, and
Executive may continue to accrue and/or use accrued unused vacation through the
Separation Date.
g. 401(k). Executive
is a participant in Company’s 401(k) plan, which participation shall end on the
Separation Date. Following the Separation Date, Executive’s vested
account balance will be available for distribution as allowed by the
plan.
2. Separation
Agreement. Subject to Executive signing a Separation Agreement
and General Release in a form substantially similar to Exhibit “A” attached
hereto, with respect to any claims that Executive may have arising out of
Executive’s employment with Company through the Separation Date, Company agrees
to the following:
a. Consulting
Services. Beginning on the Separation Date and continuing for
a period of two (2) years thereafter, unless extended by Company as described
below (the “Consulting Period”), Executive shall provide to Company consulting
services commensurate with Executive’s status and unique experience and
knowledge with respect to such matters, and Executive agrees to be available for
such consulting services as reasonably requested from time to time by the CEO or
other designated authority of the Company. Executive shall use
Executive’s good faith efforts to perform such services to the best of
Executive’s abilities. Notwithstanding anything to the contrary
herein, Executive hereby expressly grants Company the unilateral right to extend
the Consulting Period for an additional six (6) month period following the
initial two-year Consulting Period.
b. Compensation. During
the Consulting Period, Company shall pay Executive a gross monthly fee of
$60,798.00. The monthly fee shall be paid to Executive the last
business day of each month during the Consulting Period.
c. Consulting
Expenses. During the Consulting Period, Executive will be
reimbursed for all reasonable business expenses that Executive incurs at the
request of Company in performing the Consulting Services for Company; provided,
however, that such expenses are pre-approved by the CEO, or other designated
authority of Company, and properly submitted and substantiated as requested by
Company.
d. Health and Dental
Coverage/COBRA. Company shall, no later than 90 days following
the Separation Date, pay to Executive a lump-sum cash payment in the amount of
$24,074.00 less applicable withholdings, in order to allow Executive to continue
Executive’s medical and dental coverage for up to eighteen (18) months from
Executive’s Separation Date under the Consolidated Omnibus Budget Reconciliation
Act (“COBRA”). Notwithstanding the foregoing, Executive shall be
solely responsible for initiating coverage under COBRA following the Separation
Date and applying the lump-sum payment provided herein to such
coverage.
e. Other Insurance.
Company shall, no later than 90 days following the Separation Date, pay to
Executive a lump-sum cash payment in the amount of $20,000.00, less applicable
withholdings, in order to assist Executive with costs associated with other
insurance expenses incurred by Executive.
f. Stock
Options.
(i) 1997 Stock Option
Plan. Executive was a participant in Company’s 1997 Stock
Option Plan, and Executive and Company are parties to the Stock Option Agreement
dated July 24, 2003 (the, “2003 Stock Option”). As of the Effective
Date of this Agreement, Executive has 73,400 vested stock options under the 1997
Stock Option Plan, as amended (the “1997 Plan”). Pursuant to the 1997
Plan, Executive shall have until July 24, 2008 to exercise the 2003 Stock
Option.
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(ii) 2004 Stock
Plan. Executive was a participant in Company’s 2004 Stock
Plan, and Employee and Company are parties to Stock Option Agreements executed
May 1, 2004, April 14, 2005, May 9, 2006 and May 15, 2007. As of the
Effective Date of this Agreement, Executive has 40,180 vested stock options
under the 2004 Stock Plan, as amended (the “2004 Plan”). Additionally, Company
shall accelerate the vesting of the remaining 3,670 unvested shares of common
stock granted to Executive pursuant to the Stock Option Agreement dated May 1,
2004. All other options held by Executive under the 2004 Plan that
have not become vested on or before the Separation Date shall terminate and be
canceled immediately upon the Separation Date. Executive shall have twelve (12)
months from the Separation Date to exercise Executive’s vested options under the
2004 Plan.
g. Transition
Assistance. Company shall, no later than 90 days following the
Separation Date, pay to Executive a lump-sum cash payment in the amount of
$5,000.00, less applicable withholdings, in order to assist Executive with
financial planning expenses associated with Executive’s retirement.
h. Relocation
Assistance. Company shall, no later than 90 days following the Separation
Date, pay to Executive a lump-sum cash payment in the amount of $50,000.00, less
applicable withholdings, in order to assist Executive with costs associated with
Executive’s relocation.
i. Merchandise
Discount. During the Consulting Period, Executive will receive
a discount on merchandise purchased from Cabela’s retail stores equal to, and
under the same terms and conditions as, Executive’s current employee
discount. Following the Consulting Period, Executive shall be
eligible to receive a merchandise discount as a retired employee pursuant to
Cabela’s then operating Employee Discount and Retirement Policy, if
applicable.
3. Independent Contractor
Status. During the Consulting Period, Executive will be
performing the Consulting Services as an independent contractor and shall not be
treated as an employee of Company. Except as expressly provided
herein, no federal or state taxes will be withheld by Company on behalf of
Executive, and Executive will be responsible for the payment of all federal and
state taxes and non-reimbursed expenses attributable to Executive’s performance
of Consulting Services. During the Consulting Period, Executive shall
not have the power or authority to contract in the name of Company or bind
Company in any manner, except as may be expressly authorized in writing from the
Board or CEO. Executive shall indemnify and hold Company harmless
from and against any and all liability, actions, claims, demands, suits, costs,
and expenses, including reasonable attorney fees and costs of litigation and/or
settlement, asserted against or imposed upon Company and arising, directly or
indirectly, from any negligent or intentional acts of Executive during the
Consulting Period, unless such acts are taken within the scope of this Agreement
at the direction of Company.
4. Termination. This
Agreement may be terminated prior to the end of the Transition Term or the
Consulting Period upon the occurrence of any one of the following
events: (a) Executive’s death; (b) Executive’s physical or mental
disability; (c) for Good Reason by Executive; (d) for Cause by Company;
or (e) the mutual written agreement of Executive and
Company. For purposes of this Section 4, “Good Reason” means
Company’s material breach of the terms of this Agreement; provided, however,
Company shall have fifteen (15) days to cure such breach after receiving written
notice of a breach. Also, for purposes of this Section 4, “Cause”
means (i) the criminal conviction of Executive, or entering of a
guilty or nolo
contendere plea by Executive with respect to any felony, or a misdemeanor
involving moral turpitude; (ii) Executive is engaged in conduct that is
materially detrimental to the business or reputation of Company;
(iii) Executive has committed fraud, misappropriation or embezzlement
against any individual or entity; (iv) repeated refusal by Executive to
comply with reasonable written or oral directives of senior management of
Company which are consistent with Executive’s transition and/or consulting
duties; or (v) Executive’s repeated failure to perform or repeated neglect
of Executive’s duties under this Agreement. Upon termination of this
Agreement for any reason during the Transition Term or Consulting Period,
Company shall pay to Executive Executive’s base salary or consulting fees
calculated through the effective date of the termination. Executive
is not entitled to any additional compensation or consulting fees following the
effective date of termination. Notwithstanding the foregoing, the parties agree
that in the event this Agreement is terminated after the Separation Date
pursuant to Section 4(a) above, and provided the Executive has not yet received
payment in accordance with Section 2(d) (Health and Dental Coverage/COBRA),
Section 2(e) (Other Insurance), Section 2(g) (Transition Assistance), or Section
2(h) (Relocation Assistance) prior to such termination, then any such unpaid
amounts shall be paid to Executive’s estate.
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5. Non-Competition and
Confidentiality. Executive agrees that Company is engaged in a
highly competitive business. Executive also acknowledges and agrees
that Executive’s services to Company have been of a special and unique nature
and value to Company, and that due to the nature of Executive’s position
Executive has obtained in-depth knowledge of Company’s business practices and
strategies, customer information and other information considered confidential
and proprietary to Company. Executive further agrees that as a
consultant Executive’s services will continue to be of a special and unique
nature and value to Company, and Executive will continue to be in a position of
trust and confidence in which Executive may continue to have access to, and
become familiar with, Company’s business practices and strategies, customer data
and other confidential information of Company during the Consulting
Period. Therefore, Company and Executive agree as
follows:
a. Non-Competition. During
the Transition Period and Consulting Period (except in the performance of
Executive’s duties to Company), Executive shall not, without the express written
approval of the Board or the CEO, directly or indirectly, on Executive’s own
behalf or on behalf of others, compete with Company, solicit, offer to provide,
or provide any services to Company’s customers similar to those Company offers
to its customers, or work for or become associated with any of Company’s
competitors as an employee, independent contractor, officer, director, investor
or in any other capacity. For purposes of this Agreement, Company’s
competitors shall include, without limitation, Bass Pro Shops, Gander Mountain,
Sportsman Warehouse, Dick’s Sporting Goods, Scheels or any other multi-state
and/or multi-channel retailer engaged in the sale of consumer products
associated with hunting and/or fishing. The parties agree that this
Non-Competition Covenant (Section 5.a.) shall not prohibit or otherwise restrict
Executive from associating with or participating in trade groups, non-profit
advocacy groups, or accepting any governmental appointment or position. The
parties further agree that this Non-Competition Covenant (Section 5.a.) shall
not prohibit or restrict Executive from becoming associated with or
participating in the sale, brokerage, marketing or development of real property,
or the manufacture or wholesaling of any product or item; provided however, that
Executive does not, directly or indirectly, design, source, manufacture or
market products exclusively for a Company competitor, as described above; and in
the case of real estate activities, Executive does not engage, directly or
indirectly, in a multiple listing and marketing service similar to the service
offered by Cabela’s Trophy Properties. Executive agrees that the
covenants contained in this provision are reasonable in scope, necessary to
protect Company’s legitimate business interests and do not constitute a
restraint of trade with respect to Executive’s ability to obtain other
employment or to provide services to third parties. Executive expressly
acknowledges and agrees that Company competes heavily throughout the United
States and Canada, and as such, Company has legitimate and significant interests
in protecting its business from unfair competition throughout the United States
and Canada.
b. Confidentiality. During
the Transition Period and Consulting Period and thereafter, Executive shall not,
without the express written consent of the Board or the CEO, disclose Company’s
Confidential Information to any third party or entity, or use Company’s
Confidential Information for any other purpose than providing services to
Company. For purposes of this Agreement Company’s “Confidential
Information” shall mean any information not generally known by third parties,
including Company’s competitors or the general public, whether or not expressly
identified as confidential, including, without limitation, information about
Company’s software, software source codes, trade secrets, marketing information,
business plans, mergers and acquisitions, sales information, training materials,
data processing, internet or intranet services, strategic plans, compensation,
and finances, as well as information about Company’s customers and potential
customers, including their identities and their business needs and
practices.
c. Enforcement. Because
Executive’s services are unique and Executive has knowledge of and access to
Company’s Confidential Information, Executive acknowledges and agrees that
Company would be irreparably damaged in the event of Executive’s non-performance
or breach of this Section 5, and that money damages would be inadequate for any
such non-performance or breach. Therefore, Company or its successors
and assigns shall be entitled, in addition to any other rights and remedies
existing in their favor, to an injunction or injunctions to prevent any
non-performance or breach of any such provisions.
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6. Non-Disparagement. During
the Transition Term, Consulting Period and thereafter, Executive agrees not to
make any direct or indirect derogatory or disparaging statements regarding the
business or reputation of Company or any of its subsidiaries or affiliates, or
any of their respective owners, directors, officers, managers, agents or
employees. Notwithstanding the foregoing, Executive shall not be prohibited from
providing truthful statements when required in the course of litigation,
administrative proceedings, governmental investigations, and other legal
proceedings whenever required by law or requested as part of a business inquiry
by the officers and/or directors of Company. Company agrees that it
will direct all officers of the Company not to make any derogatory or
disparaging statements regarding Executive to any third party during the
Transition Term, Consulting Period or thereafter. Notwithstanding the foregoing,
Company and its officers, directors and employees shall not be prohibited from
providing truthful statements when required in the course of litigation,
administrative proceedings, governmental investigations, and other legal
proceedings whenever required by law.
7. Cooperation. During
the Transition Term, Consulting Period and thereafter, if requested by Company,
Executive shall cooperate and assist Company in any dispute, proceeding or
investigation in which Company or any of its subsidiaries or affiliates may be
involved, or which involves facts or events that existed or arose during
Executive’s employment with Company or the Consulting Period.
8. Conditions. Executive
understands and agrees that the compensation and benefits provided to Executive
pursuant to this Agreement are subject to Executive’s continued compliance with
the terms and conditions provided herein, including, without limitation, the
Non-Competition and Confidentiality covenants provided in Section 5
above.
9. Return of
Property. Within fourteen (14) days of Executive’s Separation
Date or, to the extent such property is reasonably required for Executive’s
performance of the Consulting Services hereunder, at the termination of the
Consulting Period, or upon demand by Company, Executive agrees to return to
Company all Company property of every kind, including, but not limited to, all
computers, laptops, cell phones, manuals, books, keys, access cards, credit
cards, calling cards, records, computer passwords, personnel lists, customer
lists, and all other lists and other written or printed materials, which contain
any Company Confidential Information, whether furnished by Company or prepared
by Executive.
10. Governing Law and
Severability. This Agreement shall be governed by and
construed in accordance with the laws of the state of Nebraska, without regard
to its conflict of laws provision. The parties agree that all actions
arising directly or indirectly out of this Agreement shall be litigated only in
the appropriate court that is physically located in Nebraska and the parties
hereby irrevocably consent to the jurisdiction and venue of those courts over
the parties to this Agreement. Should any provision of this Agreement
be declared illegal or unenforceable by a court of competent jurisdiction and
cannot be modified to be enforceable, such provision shall be deemed null and
void, leaving the remainder of the Agreement in full force and
effect.
11. Assignment. This
Agreement and the rights, interests and obligations of Company hereunder shall
be assignable to and shall inure to the benefit of any person, corporation,
partnership or entity that succeeds to all or substantially all of the business
or assets of Company. This Agreement is not assignable by
Executive.
12. Advice of
Counsel. Executive acknowledges and agrees that Executive has
been informed and advised, and is hereby expressly advised, that Company’s legal
counsel does not represent Executive or Executive’s interests in this matter and
that Executive should, and has the right to, consult with an attorney of
Executive’s choosing prior to signing this Agreement. Executive
acknowledges that Executive is responsible for Executive’s own attorneys’ fees
and costs relating to this matter.
13. Integration and
Amendment. This Agreement, including the initial paragraph and
the recitals to this Agreement, each of which is incorporated herein and made
part of this Agreement by this reference, is a complete agreement between the
parties and supersedes all prior discussions, negotiations and agreements with
regard to the subject matter herein, whether oral or written. This
Agreement shall supersede and replace any prior employment agreement between the
parties. The previous sentences notwithstanding, Executive expressly
acknowledges that as an employee of Company, Executive was and is subject to
additional policies and agreements instituted for the purpose of protecting the
confidential and proprietary information, trade secrets and goodwill of Company
and its subsidiaries and affiliates; and as such, Executive expressly
acknowledges that all such policies and agreements shall not be replaced and
superseded by this Agreement, but shall be used together with this Agreement to
protect the interests of Company and its subsidiaries and affiliates to the
fullest extent allowed by law. This Agreement shall be binding upon and for the
benefit of the parties and their respective heirs, executors, administrators,
successors, devisees, permissible assigns, personal representatives and legal
representatives. No supplement, modification or amendment to this
Agreement shall be binding unless executed in writing by Executive and
Company.
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14. Counterparts. This
Agreement may be executed in separate counterparts, each of which will be deemed
to be an original and both which taken together will constitute one and the same
agreement.
IN
WITNESS, WHEREOF, Company and Executive have executed this Agreement as of the
Effective Date written above.
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Cabela’s
Incorporated
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By:
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/s/
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/s/
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▇▇▇▇▇▇
▇▇▇▇▇▇, President
and
Chief Executive Officer
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SEPARATION
AGREEMENT AND GENERAL RELEASE
This
Separation Agreement and General Release (the "Agreement") is made and entered
into this ___ day of May, 2008, by and between Cabela’s Incorporated (“Company”)
and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Executive").
BACKGROUND
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A.
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Executive’s
employment with Company terminated on May 17,
2008.
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B.
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Company
and Executive have agreed to enter into a consulting arrangement as
described in that certain Retirement Transition and Consulting Agreement
dated March 18, 2008.
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In
consideration of and as a condition to the consulting arrangement and related
benefits as described in the Retirement Transition and Consulting Agreement, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:
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1.
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Termination of
Employment. Executive’s
employment with Company terminated effective May 17, 2008 (the “Separation
Date”). Company shall pay Executive Executive’s regular base salary
through the Separation Date and accrued unused vacation in the gross
amount of $_______. All other employee benefits terminated on the
Separation Date; provided, however, Executive shall be eligible to
continue participation in Company’s group health insurance to the extent
provided by law commonly known as
COBRA.
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2.
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Release. Executive
hereby releases and forever discharges Company, its parent, subsidiaries
and affiliates, and their respective officers, directors, employees and
agents, from any and all claims, damages (including attorney fees),
demands, actions or causes of action of any kind or nature, whether known
or unknown, arising out of Executive’s employment with Company and/or the
termination of Executive’s employment by Company, (collectively the
“Claims”) including, but not limited to, any Claims alleging breach of
contract or any tort, and Claims under any federal, state or local
statutory or common laws, including, but not limited to, the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of
1964, the Americans With Disabilities Act, the Fair Labor Standards Act,
the Nebraska Age Discrimination in Employment Act, the Nebraska Fair
Employment Practices Act, and the Nebraska Wage Payment and Collection
Act, all as amended. Notwithstanding the foregoing, Executive does not
release any claims with respect to the Indemnification Agreement between
Employee and Company dated June 18, 2004, or any directors’ and officers’
liability insurance (“D&O Insurance”) policy covering Executive during
his employment with Company.
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3.
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Confidentiality and
Noncompetition. Executive expressly acknowledges that
Executive remains bound by the terms and conditions of the Confidentiality
and Noncompetition Agreement between Company and Employee dated April 14,
2005, as well as the Retirement Transition and Consulting Agreement dated
March 18, 2008.
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4.
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Remedies. Executive
acknowledges that any breach of any of the covenants or agreements
contained in this Agreement will cause immediate and irreparable injury to
Company. In the event of a breach or threatened or intended
breach of this Agreement by Executive, Company, in addition to all other
legal and equitable remedies available to it, shall be entitled to
injunctive relief to enforce this Agreement. Additionally, all
further obligations of Company with respect to consulting compensation
shall terminate.
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5.
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Review
Period. Executive confirms and acknowledges that
Executive has been, and is hereby, expressly advised to consult with an
attorney prior to signing this Agreement, that Executive has read and
understands this Agreement, and that Executive has signed this Agreement
freely and voluntarily. Executive further acknowledges that
Executive has been given up to twenty-one (21) days to consider signing
this Agreement (the “Review Period”). Executive may sign this
Agreement before expiration of the Review Period by signing and delivering
to Company this Agreement and the Waiver of the 21-Day Review Period
attached hereto as Exhibit “1” and incorporated by this
reference.
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6.
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Right of
Revocation. Executive
acknowledges and understands that Executive may revoke this Agreement for
a period of up to seven (7) days after Executive executes it (not counting
the day it is signed). To revoke this Agreement, Executive must
give written notice to Company stating that Executive wishes to revoke
this Agreement, by providing notice by hand-delivery, mail or facsimile to
Cabela’s Legal Department, Cabela’s Incorporated, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇ (telephone) and (▇▇▇) ▇▇▇-▇▇▇▇
(facsimile). This Agreement shall become effective on the
eighth (8th) day following the date it is executed by Executive (the
“Effective Date”).
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7.
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General. This Agreement
shall be governed by, construed, and enforced in accordance with the laws
of the State of Nebraska. Each party agrees that any action by
either party to enforce the terms of this Agreement may be brought by the
other party in an appropriate state or federal court in Nebraska and
waives all objections based upon lack of jurisdiction or improper or
inconvenient venue of any such court. This Agreement, including
the initial paragraph and the recitals to this Agreement, each of which is
incorporated herein and made part of this Agreement by this reference, is
a complete agreement between the parties and supersedes all prior
discussions, negotiations and agreements with regard to the subject matter
herein, whether oral or written. This Agreement shall be
binding upon and for the benefit of the parties and their respective
heirs, executors, administrators, successors, devisees, permissible
assigns, personal representatives and legal representatives. No
supplement, modification or amendment to this Agreement shall be binding
unless executed in writing by Executive and
Company.
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The
parties hereto have executed this Separation Agreement and General Release as of
the day and year first above written.
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Cabela’s
Incorporated
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By:
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Its:
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Exhibit
“1”
WAIVER
OF 21-DAY REVIEW PERIOD
I, the undersigned, hereby knowingly
and voluntarily waive the twenty-one (21) day review period to consider the
Separation Agreement and General Release (“Agreement”) set forth
above. I fully understand and agree that by signing this WAIVER I
surrender for all time whatever right(s) and/or claim(s) I may have to challenge
the Agreement set forth above because a full twenty-one days did not expire
before I signed said Agreement in exchange for expediting implementation of the
terms of the Agreement. I have read, fully understand and consent to
the terms of this WAIVER, and I sign it in the absence of fraud, duress, undue
influence or reliance upon any oral and/or written representations not included
in the terms of this WAIVER. This WAIVER shall be interpreted in
accordance with the plain meaning of its terms and not strictly for or against
any interested party.
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Dated:
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