EX-10.10(A) 17 d76056dex1010a.htm EX-10.10(A) EX-10.10(a)
THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of June 25, 2012, by and between FRONTIER AIRLINES, INC., a Colorado corporation (the Company), and DANIEL M. SHURZ (the Executive).
R E C I T A L S
WHEREAS, the Executive has served as Vice President, Strategy and Planning, of the Company;
WHEREAS, the Company desires to continue to employ and retain the Executive as the Companys Senior Vice President, Commercial; and
WHEREAS, the Company and the Executive desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1. Employment. The Company agrees to continue to employ the Executive, and the Executive agrees to render his services to the Company, as its Senior Vice President Commercial during the Term (as defined below). In connection with his employment, the Executive shall serve without additional payment or compensation of any kind as an officer of any other direct or indirect subsidiary or affiliate of the Company designated by the Companys Chief Executive Officer (collectively, the Subsidiaries). The Executive agrees to use his best efforts to promote and further the business, reputation and good name of the Company and the Subsidiaries (collectively, the Company Group) and the Executive shall promptly and faithfully comply with all instructions, directions, requests, rules and regulations made or issued from time to time by the Company, provided that such instructions, directions, requests, rules or regulations do not violate Colorado law.
(a) The term of employment pursuant to this Agreement (the Term) shall continue until December 31, 2014; provided that the Company may terminate this Agreement for any reason or no reason by providing the Executive with 30 days prior written notice of such termination.
(b) Notwithstanding the foregoing, this Agreement may be terminated by the Company in the event that Cause for such termination exists as provided in Section 8(a) below or by the Executive for Good Reason as provided in Section 8(b) below. If this Agreement is terminated by the Company for Cause or by the Executive for Convenience, the Executive shall not be entitled to any Severance Compensation or other compensation of any kind following the effective date of such termination.
(c) In the event (i) the Company terminates this Agreement or the Executives employment other than for Cause, or (ii) the Executive terminates this Agreement for Good Reason, the Company shall pay the Executive Severance Compensation as provided in Section 4 hereof. If this Agreement is terminated by the Company other than for Cause, options, if any, granted to the Executive to purchase shares of the Companys common stock and restricted shares, if any, covering shares of the Companys common stock shall immediately become fully vested and exercisable in accordance with the agreements evidencing such awards.
(d) The Term shall automatically renew for successive one year periods unless either party shall have given notice to terminate this Agreement no later than ninety (90) days prior to the end of the then current Term.
3. Compensation. As full and complete compensation for all the Executives services hereunder, the Company shall pay the Executive the compensation described below.
(a) Base Salary. During the Term, the Company shall pay the Executive an annual base salary of $225,000 (Base Salary). So long as the Company is an affiliate (an Affiliate) (within the meaning of Rule 12b-1 under the Securities Exchange Act of 1934, as amended) of Republic Airways Holdings Inc. (Republic), Republics Board of Directors shall review the Executives Base Salary each year and shall have the right in its discretion to increase such Base Salary. If at any time after the date hereof the Company ceases to be an Affiliate of Republic, the Companys Board of Directors shall review the Executives Base Salary each year and shall have the right in its discretion to increase such Base Salary. In the event this Agreement is terminated prior to the expiration of the Term, the Company shall pay to the Executive, in addition to any Severance Compensation payable under Section 4, any accrued but unpaid Base Salary through the termination date.
(b) Annual Incentive Plan. In addition to the Base Salary, during the Term, so long as the Company is an Affiliate of Republic, the Executive shall be eligible to receive an annual bonus (Bonus) for any year which will be determined, in its sole discretion, by Republics Compensation Committee or the Companys Board of Directors, as the case may be, based upon certain performance measures which shall be determined by Republics Board of Directors or the Companys Board of Directors in its discretion and communicated to the Executive by the end of each January of each year during the Term. The Bonus for a year will be determined and payable by March 15 of the following year. In the event this Agreement or the Executives employment is terminated by the Company for Cause or by the Executive other than for Good Reason, the Executive shall not be entitled to any Bonus for such year or any subsequent period. In the event this Agreement is not renewed, as set forth in Section 2(a) or (d), the Executive shall remain eligible for the Bonus, payable by March 15 of the following year.
(c) Travel Privileges. The Executive will be provided an annual travel barter account of $5,000 to purchase airline travel on Frontier. Any unused amount in such barter account shall be forfeited. Additionally, the Company shall provide the Executive, the Executives spouse, the Executives children and the Executives parents privileges to travel on Frontier with the priority code PS2B.
4. Severance Compensation.
(a) Termination Upon Death, or by the Company for Disability or Without Cause. In the event of the Executives death or in the event the Company terminates this Agreement as a result of the Executives inability, with reasonable accommodation, to perform the essential functions of his position, by reason of physical or mental incapacity, for a total period of 90 days in any 360-day period (Executives Disability) or other than for Cause, the Company shall pay to the Executive or his estate as the case may be as severance compensation one times the Executives Base Salary as then in effect. The severance compensation shall be paid in a lump sum by the end of the following month following termination of this Agreement, provided that the Company receives a release within 30 days following termination of this Agreement signed by the Executive, substantially in the form attached hereto as Exhibit A. that is no longer revocable. The Executive agrees that the Company may satisfy its obligations to provide severance compensation pursuant to this Section 4(a) by purchasing and maintaining one or more insurance policies payable to either the Executive or his designees or to the Company (with further payment to the Executive or such designees) upon the Executives death or as a result of the Executives Disability. The Executive agrees to cooperate with the Company in obtaining such insurance, including by participating in such physical examinations and providing such personal information as may be requested by the Companys insurers. The severance compensation in this Section 4(a) shall be in addition to any other life insurance benefits available to active executive employees of the Company as set forth in the Companys Employee Handbook.
(b) Occurrence of a Change of Control. In the event of a Change of Control or after Republics Board of Directors or Republics stockholders approve a Change of Control (provided that after such Change of Control or such approval, the Executives employment is terminated (i) by the Company without Cause or (ii) by the Executive for Good Reason), the Company shall pay to the Executive as severance compensation two times the Executives Base Salary as then in effect. The severance compensation shall be paid in a lump sum by the end of the following month following a qualifying event. Change of Control shall mean that after the date hereof, (i) any person or group of affiliated or associated persons acquires a majority or more of the voting power of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company; (iii) the dissolution of the Company or (iv) the consummation of any merger, consolidation, or reorganization involving the Company in which, immediately after giving effect to such merger, consolidation or reorganization, less than majority of the total voting power of outstanding stock of the surviving or resulting entity is then beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in the aggregate by the stockholders of the Company immediately prior to such merger, consolidation or reorganization. Notwithstanding the foregoing, distribution of a majority of the Companys common stock to Republics shareholders or the sale by Republic of more than a majority of the outstanding shares of common stock of the Company to a private equity sponsor shall not for the purposes hereof constitute a Change of Control.
(c) Termination by the Executive for Good Reason. If the Executive terminates this Agreement for Good Reason, prior to the occurrence of a Change of Control as set forth in Section 4(b), the Company shall pay to the Executive as severance compensation one times the Executives Base Salary as then in effect. The severance compensation shall be paid in a lump sum within ten (10) days following termination.
(d) Continuation of Benefits.
(i) Medical Benefits. Upon termination of this Agreement for any reason by the Executive or the Company, the Executive, Executives spouse, and Executives dependents will continue to be eligible for coverage under the Companys group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for one year following the termination date (upon a termination of this Agreement under Section 4(a) or Section 8(b)(i) following a Change of Control) or two years following the termination date (upon a termination of this Agreement under Section 4(b), Section 8(b)(ii) or Section 8(b)(iii)). If and when group health coverage under another group health plan first becomes available thereafter to the Executive, Executives spouse, or Executives dependents (as applicable), the Companys obligations under this paragraph will cease with respect to each person to whom such coverage becomes available, and such person shall have such COBRA benefit continuation rights as may then be available under relevant law, treating Executives employment termination date as the date of such persons qualifying event.
(ii) Travel Privileges. Upon termination of this Agreement under Sections 4(a), (b) or (c), the Executive shall continue to receive travel privileges set forth in Section 3(c) for one year following the termination date (upon a termination of this Agreement under Section 4(a) or Section 8(b)(i) following a Change of Control) or two years following the termination date (upon a termination of this Agreement under Section 4(b), Section 8(b)(ii) or Section 8(b)(iii)).
(iii) Other Benefits. Except as modified by this Agreement, the Executive shall continue to be eligible for all other benefits available to active executive employees of the Company as set forth in the Companys Employee Handbook.
5. No Other Compensation. Except as otherwise expressly provided herein, or in any other written document executed by the Company and the Executive, no other compensation or other consideration shall become due or payable to the Executive on account of the services rendered to the Company Group. The Company shall have the right to deduct and withhold from the compensation payable to the Executive hereunder any amounts required to be deducted and withheld under the provisions of any statute, regulation, ordinance, order or any other amendment thereto, heretofore or hereafter enacted, requiring the withholding or deduction of compensation.
6. Medical & 401K Benefits. The Company agrees that the Executive shall be entitled to participate in any retirement, 401K, disability, medical, pension, profit sharing, group insurance, or any other plan or arrangement, or in any other benefits now or hereafter generally available to executives of the Company, in each case to the extent that the Executive shall be eligible under the general provisions thereof.
7. Vacation. The Executive shall be entitled to take three weeks of paid vacation which shall accrue monthly during each 12 months of the Executives employment hereunder, and which vacation shall be taken on dates to be selected by mutual agreement of the Company and the Executive.
8. Termination for Cause or Good Reason.
(a) Termination for Cause by the Company. The Company, by written notice to the Executive, may immediately terminate this Agreement and the Executives employment hereunder for Cause. As used herein, a termination by the Company for Cause shall mean that the Executive has (i) willfully or materially refused to perform a material part of his duties hereunder, (ii) materially breached the provisions of Sections 9, 10 or 11 hereof, (iii) acted fraudulently or dishonestly in his relations with the Company, (iv) committed larceny, embezzlement, conversion or any other act involving the misappropriation of Company funds or assets in the course of his employment, or (v) been indicted or convicted of any felony or other crime involving an act of moral turpitude.
(b) Termination for Good Reason by the Executive. The Executive, by 20 business days prior written notice to the Company, may terminate this Agreement and his employment hereunder for Good Reason, provided that the Company shall have the right to cure such Good Reason within such 20 business day period. As used herein, a termination by the Executive for Good Reason shall mean that (i) the Company has materially diminished the duties and responsibilities of the Executive with respect to the Company in comparison to Executives title and salary immediately prior to the change (i.e., by demoting the Executive to a title with less responsibility than the Executives prior position), (ii) following the first three months of the Term, the Company has relocated its principal offices more than 25 miles from Denver to another location without the consent of the Executive or (iii) the Company has materially breached the terms of this Agreement.
(c) Termination for Convenience by the Executive. The Executive, by 60 days prior written notice to the Company, may terminate this Agreement and his employment hereunder for Convenience, provided that the Executive shall continue to be bound by Sections 9 and 11 of this Agreement. If this Agreement is terminated by the Executive for Convenience, the Executive shall not be entitled to any Severance Compensation or other compensation of any kind following the effective date of such termination. As used herein, a termination by the Executive for Convenience shall mean that the Executive has terminated this Agreement other than for Good Reason.
9. Confidential Information. The Executive recognizes and acknowledges that he shall receive in the course of his employment hereunder certain confidential information and trade secrets concerning the Company Groups business and affairs which may be of great value to the Company Group. The Executive therefore agrees that he will not disclose any such information relating to the Company Group, the Company Groups personnel or their operations other than in the ordinary course of business or in any way use such information in any manner which could adversely affect the Company Groups business. For purposes of this Agreement, the terms trade secrets and confidential information shall include any and all information concerning the business and affairs of the Company Group and any division or other affiliate of the Company Group that is not generally available to the public.
10. Non-Competition. The Executive agrees that without the prior written consent of the Companys Chief Executive Officer during the Term and for a period of 12 months following the termination or expiration of this Agreement. Executive will not directly or indirectly render advice or services to or become employed by either Spirit Airlines, Inc. or Allegient Travel Company or any of their respective subsidiaries or affiliates.
11. Non-Solicitation. The Executive agrees that during the Term, and for a period of 12 months following the termination or expiration of this Agreement, he shall not, without the prior written consent of the Company, directly or indirectly, employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed by the Company Group or any of its divisions or affiliates while the Executive was employed by the Company.
12. Breach of this Agreement. If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 9, 10 or 11 of this Agreement, then the Company shall have the right and remedy to have those provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by the Executive that the rights and privileges of the Company granted in Sections 9, 10 and 11 are of a special, unique and extraordinary character and any such breach or threatened breach will cause great and irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company.
13. Notices. All notices and other communications required or permitted hereunder shall be in writing (including facsimile, telegraphic, telex or cable communication) and shall be deemed to have been duly given when delivered by hand, or mailed, certified or registered mail, return receipt requested and postage prepaid:
| || |
|If to the Company: || ||Frontier Airlines, Inc.|
7001 Tower Road
Denver, CO 80249-7312
Attn: President and Chief Executive Officer
|With a copy to each member of the Companys Board of Directors|
|If to the Executive: || ||Daniel M. Shurz |
14. Applicable Law. This Agreement was negotiated and entered into within the State of Colorado. All matters pertaining to this Agreement shall be governed by the laws of the State of Colorado applicable to contracts made and to be performed wholly therein. Nothing in this Agreement shall be construed to require the commission of any act contrary to law, and wherever there is any conflict between any provision of this Agreement and any material present or future statute, law, governmental regulation or ordinance as a result of which the parties have no legal right to contract or perform, the latter shall prevail, but in such event the provision(s) of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it or them within the legal requirements.
15. Entire Agreement; Modification; Consents and Waivers. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties with respect to the subject matter hereof. No interpretation, change, termination or waiver of or extension of time for performance under any provision of this Agreement shall be binding upon any party unless in writing and signed by the party intended to be bound thereby. Except as otherwise provided in this Agreement, no waiver of or other failure to exercise any right under or default or extension of time for performance under any provision or this Agreement shall affect the right of any party to exercise any subsequent right under or otherwise enforce said provision or any other provision hereof or to exercise any right or remedy in the event of any other default, whether or not similar.
16. Severability. The parties acknowledge that, in their view, the terms of this Agreement are fair and reasonable as of the date signed by them, including as to the scope and duration of post-termination activities. Accordingly, if any one or more of the provisions contained in this Agreement shall for any reason, whether by application of existing law or law which may develop after the date of this Agreement, be determined by an arbitrator or court of competent jurisdiction to be excessively broad as to scope of activity, duration or territory, or otherwise unenforceable, the parties hereby jointly request such court to construe any such provision by limiting or reducing it so as to be enforceable to the maximum extent in favor of the Company compatible with then-applicable law. If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall nonetheless be determined by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
17. Assignment. The Company may, at its election, assign this Agreement or any of its rights hereunder. This Agreement may not be assigned by the Executive.
18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
19. Arbitration. Each of the parties hereby irrevocably and unconditionally consents to arbitrate any dispute arising out of or relating in any manner to this Agreement or the employment relationship contemplated hereby or the termination thereof, or any alleged breach of any term or provision of this Agreement. Such arbitration shall be conducted in Denver County, Colorado by a single arbitrator in accordance with the employment dispute resolution rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators award in any federal or state court in Colorado (and the parties expressly consent to the jurisdiction of such court), or in any other court having jurisdiction. The Company shall be responsible for, and shall pay, 75% of all costs and expenses of any arbitration hereunder, including, without limitation, all costs, fees and expenses of the American Arbitration Association and arbitrator. The Executive shall be responsible for, and shall pay, 25% of all costs and expenses of any arbitration hereunder, including, without limitation, all costs, fees and expenses of the American Arbitration Association and arbitrator. Each of the Parties agrees that in any arbitration arising out of or relating to this Agreement or the employment relationship
contemplated hereby or the termination thereof, or any alleged breach of any term or provision of this Agreement or in any action to enter judgment on an award in such arbitration each party shall bear its own fees and expenses.
20. Survival. The provisions of Sections 9 through 19 of this Agreement shall survive any expiration or termination of this Agreement.
21. Equity Commitment. If at any time after the date hereof the Company ceases to be an Affiliate of Republic, subject to approval by the Companys Compensation Committee, the Executive shall be issued options to purchase shares of common stock of the Company, and/or shall be issued a grant of restricted stock at a price per share equal to the par value thereof, in such numbers and on such general terms as are consistent with awards granted to similarly situated executive officers of the Company, including the Companys Chief Executive Officer. The vesting of options, if any, to purchase shares of Republics common stock or grants of restricted shares, if any, covering shares of Republics common stock previously granted to the Executive shall be governed by the terms of the respective stock option agreement or restricted stock agreement evidencing such awards notwithstanding any provision of this Agreement.
22. Indemnification. The Company shall, to the fullest extent allowed by law, defend, indemnify and hold harmless the Executive from and against any and all demands, claims, suits, liabilities, actions asserted or brought against the Executive or in which the Executive is made a party, including, without limitation, all litigation costs and attorneys fees incurred by the Executive or judgments rendered against the Executive, in connection with any matter arising within the course and scope of Executives employment with the Company or service as an officer, director or manager of the Company or any of the Subsidiaries. The right of the Executive to indemnification hereunder shall vest at the time of occurrence or performance of any event, act or omission giving rise to any demand, claim, suit, liability, action or legal proceeding of the nature referred to in this Section 23 and, once vested, shall survive the termination of Executives employment with the Company for any reason.
23. Section 409A Compliance.
(a) Any payments conditioned upon a termination of the Executives employment will be deemed to be conditioned upon the Executives separation from service within the meaning of Treasury Regulation Section 1.409A-l(h) and will be construed and interpreted accordingly. If the Executive is a specified employee within the meaning of Treasury Regulation Section 1.409A-l(i) as of the date of the Executives separation from service, then the Executive shall not be entitled to any severance payments or other benefits pursuant to this Agreement until the earlier of (i) the date which is six months after the date of the Executives separation from service, or (ii) the date of the Executives death. This paragraph shall only apply if, and to the extent required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the Code), and Treasury Regulation Section 1.409A-3(i)(2). Any amounts otherwise payable to the Executive upon or in the six-month period following the Executives separation from service that are not so paid by reason of this paragraph shall be paid to the Executive (or the Executives estate, as the case may be) as soon as practicable (and in all events within twenty days) after the expiration of such six-month period or (if applicable, the date of the Executives death).
(b) Any taxable reimbursement of expenses payable to the Executive shall be paid to the Executive on or before the last day of the Executives taxable year following the taxable year in which the related expense was incurred. Expense reimbursements and in-kind benefits provided to the Executive shall not be subject to liquidation or exchange for another benefit and the amount of such reimbursements or in-kind benefits that the Executive receives in one taxable year shall not affect the amount of such reimbursements or benefits that the Executive may receive in any other taxable year.
(c) It is intended that any amounts payable under this Agreement and the Companys and the Executives exercise of any authority or discretion hereunder shall comply with, and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. Should the Company pay the Executive contrary to clause (i) or (ii) of Section 24(a) above, the Company shall indemnify the Executive for any taxes due thereon as a result.
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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first above written.
| || || || |
|FRONTIER AIRLINES, INC.|
|By: || || |
/s/ David Siegel
| || ||Name: || ||David Siegel|
| || ||Title: || ||President and Chief Executive Officer|
|DANIEL M. SHURZ|
/s/ Daniel M. Shurz
FORM OF RELEASE
In exchange for the payments and benefits set forth in the Employment Agreement between Frontier Airlines, Inc. (the Company) and me dated January 26, 2012 (the Agreement), and to be provided following the Effective Date (as defined below) of this General Release and subject to the terms of the Agreement, and my execution (without revocation) and delivery of this General Release:
1. (a) On behalf of myself, my agents, assignees, attorneys, heirs, executors and administrators, I hereby release the Company and its predecessors, successors and assigns, their current and former parents, affiliates, subsidiaries, divisions and joint ventures (collectively, the Company Group) and all of their current and former officers, directors, employees, and agents, in their capacity as Company Group representatives (individually and collectively, Releasees) from any and all controversies, claims, demands, promises, actions, suits, grievances, proceedings, complaints, charges, liabilities, damages, debts, taxes, allowances, and remedies of any type, including but not limited to those arising out of my employment with the Company Group (individually and collectively, Claims) that I may have by reason of any matter, cause, act or omission. This release applies to Claims that I know about and those I may not know about occurring at any time on or before the date of execution of this General Release.
(b) This General Release includes a release of all rights and Claims under, as amended, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Civil Rights Acts of 1866 and 1991, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Equal Pay Act of 1963, the Family and Medical Leave Act of 1993, the Older Workers Benefit Protection Act of 1990, the Occupational Safety and Health Act of 1970, the Worker Adjustment and Retraining Notification Act of 1989 and the Sarbanes-Oxley Act of 2002, as well as any other federal, state, or local statute, regulation, or common law regarding employment, employment discrimination, termination, retaliation, equal opportunity, or wage and hour. I specifically understand that I am releasing Claims based on age, race, color, sex, sexual orientation or preference, marital status, religion, national origin, citizenship, veteran status, disability and other legally protected categories.
(c) This General Release also includes a release of any Claims for breach of contract, any tortious act or other civil wrong, attorneys fees, and all compensation and benefit claims including without limitation Claims concerning salary, bonus, and any award(s), grant(s), or purchase(s) under any equity and incentive compensation plan or program.
(d) In addition, I am waiving my right to pursue any Claims against the Company Group and Releasees under any applicable dispute resolution procedure, including any arbitration policy.
I acknowledge that this General Release is intended to include, without limitation, all Claims known or unknown that I have or may have against the Company Group and Releasees through the Effective Date of this General Release. Notwithstanding anything herein, I expressly reserve and do not release pursuant to this General Release (and the definition of Claims will
not include) (i) my rights with respect to the enforcement of the Agreement, including but not limited to the right to receive Severance Compensation (as defined in the Agreement), if any, and other payments, benefits and indemnifications specified in the Agreement, (ii) any rights or interest under any Benefit Plans (as defined in the Agreement), (iii) any right to indemnification pursuant to the Companys Certificate of Incorporation or By-laws as in effect on the date hereof, (iv) the protections of the Company Groups directors and officers liability insurance, if any, in each case, to the same extent provided to other senior executives of the Company, (v) any claims and rights that cannot be waived by law, (vi) the vesting and exercise of any equity grant pursuant to the terms of the applicable equity award agreement or the applicable equity incentive plan, (vii) any rights as a stockholder of the Company, and (viii) any rights under Sections 12 and 13 of the Agreement following termination of employment,
2. I acknowledge that I have had at least 21 calendar days from the date of my termination of employment with the Company (the Termination Date) to consider the terms of this General Release, that I have been advised to consult with an attorney regarding the terms of this General Release prior to executing it, that I have consulted with my attorney, that I fully understand all of the terms and conditions of this General Release, that I understand that nothing contained herein contains a waiver of claims arising after the date of execution of this General Release, and I am entering into this General Release knowingly, voluntarily and of my own free will. I further understand that my failure to sign this General Release and return such signed General Release to the Company, 7001 Tower Road, Denver, CO 80249-7312 by 5:00 pm on the 22nd day after the Termination Date will render me ineligible for the payments and benefits described herein and in the Agreement.
3. I understand that once I sign and return this General Release to the Company, I have 7 calendar days to revoke it. I may do so by delivering to the Company, 7001 Tower Road, Denver, CO 80249-7312 written notice of my revocation within the 7-day revocation period (the Revocation Period). This General Release will become effective on the 8th day after I sign and return it to the Company (Effective Date); provided that I have not revoked it during the Revocation Period.
YOU ARE HEREBY ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS GENERAL RELEASE.
I HAVE READ THIS GENERAL RELEASE AND UNDERSTAND ALL OF ITS TERMS. I SIGN AND ENTER THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY, WITH FULL KNOWLEDGE OF WHAT IT MEANS.