EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 27th day of July, 2014, by and between JGWPT Holdings Inc., a Delaware corporation (the "Company"), and Stewart A. Stockdale (the "Executive").

 

WHEREAS, the Company desires that the Executive serve as Chief Executive Officer of the Company and a member of the Board of Directors (the “Company Board”) of the Company, and the Executive desires to hold such positions under the terms and conditions of this Agreement; and

 

WHEREAS, the Company Board has approved and authorized the Company to enter into this Agreement with the Executive.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the parties agree as follows:

 

1.         Employment.  The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, upon the terms and subject to the conditions set forth herein.

 

2.         Term.  Subject to earlier termination pursuant to Section 10 hereof, the term of employment by the Company of the Executive pursuant to this Agreement (as the same may be extended or earlier terminated, the "Term") shall commence and become effective as of July 27, 2014 (the "Effective Date"), and terminate on the second (2nd) anniversary of the Effective Date, if not earlier terminated pursuant to the terms of this Agreement; provided, however, that on the second anniversary of the Effective Date and on each subsequent anniversary thereof, the Term shall automatically be extended for one (1) additional year unless, not later than ninety (90) days prior to such anniversary date, either party hereto shall have notified the other party hereto in writing that such extension shall not take effect (such notification, a “Non-Renewal Notice”).

 

3.         Position.  During the Term, the Executive shall serve as the Chief Executive Officer of the Company, and perform such other duties as the Company Board shall determine.

 

4.         Duties.  During the Term, the Executive shall devote his full time and attention during normal business hours to the business and affairs of the Company, except during vacations or for illness or incapacity in accordance with Section 7 hereof.

 

5.         Salary and Bonus.

 

(a)         During the Term, the Company shall pay to the Executive a base salary at the rate of $700,000 per year (as the same may be increased, the "Base Salary"), payable to the Executive in substantially equal installments in accordance with the Company's normal payroll practices.

 

(b)         In addition to the Base Salary, during the Term, the Executive shall be eligible to receive an annual target bonus of 100% (with a maximum payout of 200%) of the Executive's applicable Base Salary for such year.  The annual bonus shall be paid by the Company pursuant to the terms of the Company's Executive Bonus Plan, as the same may be amended from time to time.  Payment of the annual performance bonus will be dependent on the Executive having met the performance objectives established by the Company Board.  For the avoidance of doubt, the Executive shall be entitled to receive his bonus if and only if the Company meets the requirements of the Company’s bonus program for the applicable fiscal year.

 

6.         Equity Compensation.  As soon as practicable after the Effective Date, the Executive shall be entitled to receive a one-time grant under the JGWPT Holdings, Inc. 2013 Omnibus Incentive Plan (the "Plan") of Options to purchase 900,000 shares of the Class A common stock of the Company, par value $0.00001 per share (the "Company Common Stock"), at a per share exercise price equal to the fair market value of a share of Company Common Stock on the date of grant (as determined pursuant to the Plan), which grant will vest in equal annual installments on each of the first five (5) anniversaries of the date of grant; provided that all unvested Options that are outstanding immediately prior to a Change in Control shall vest as of the Change in Control.  Capitalized terms used and not otherwise defined in this Section 6 shall have the respective meanings ascribed to such terms in the Plan.  The grant provided for herein will be documented in an award agreement to be entered into between the Company and Executive and, in the event of any inconsistency between such award agreement and the terms set forth herein, such award agreement shall govern and control.

 

7.         Vacation, Holidays and Sick Leave.  During the Term, the Executive shall be entitled to paid vacation, paid holidays and sick leave in accordance with the Company's standard policies for its senior executive officers, which policies shall provide the Executive with benefits no less favorable than those provided to any other senior executive officer of the Company.

 

8.         Business Expenses.  The Executive shall be reimbursed for all reasonable and necessary business expenses incurred by him in connection with his

 

employment, including, without limitation, expenses for travel and entertainment incurred in conducting or promoting business for the Company upon timely submission by the Executive of receipts and other documentation as required by the Internal Revenue Code of 1986, as amended (the "Code"), and in accordance with the Company's normal expense reimbursement policies.  Notwithstanding anything herein to the contrary, to the extent required by Section 409A of the Code, as amended and the rules and regulations thereunder ("Section 409A"):  (1) the amount of expenses eligible for reimbursement or in-kind benefits provided under this Agreement during a calendar year will not affect the expenses eligible for reimbursement or in-kind benefits provided in any other calendar year, and (2) the right to reimbursement or in-kind benefits provided under this Agreement shall not be subject to liquidation or exchange for another benefit.

 

9.         Health and Welfare Benefits.  In lieu of the fringe benefits afforded to other members of the Company's senior management, the Executive shall be entitled to reimbursement of the following costs actually incurred by Executive (not to exceed $8,000 per month in the aggregate):  (i) reasonable monthly rent paid by the Executive (including utilities and other reasonable expenses of maintaining) for a suitable apartment in the vicinity of the Company's headquarters, (ii) reasonable monthly lease payments for a non-luxury automobile and (iii) the monthly cost of Amtrak service between Pennsylvania and the Executive's residence.  The Executive and his eligible family members shall be eligible to participate in health and dental benefits and insurance programs, short- and long- term disability benefits and other insurance programs, and retirement benefits, all as available to senior management of the Company generally.

 

10.       Termination of Agreement.  The employment by the Company of the Executive pursuant to this Agreement shall not be terminated prior to the end of the Term, except as set forth in this Section 10.

 

(a)         By Mutual Consent.  The employment by the Company of the Executive pursuant to this Agreement may be terminated at any time by the mutual written agreement of the Company and the Executive.

 

(b)         Death.  The employment by the Company of the Executive pursuant to this Agreement shall be terminated upon the death of the Executive, in which event the Executive's spouse or heirs shall receive (i) the Executive's Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the Executive's Base Salary and health and welfare benefits pursuant to Section 9 hereof to be paid or provided to the Executive under this Agreement for twelve (12) months following the Date of Termination and (iii) a payment equal to the pro-rated bonus for the year in which

 

the Date of Termination occurs, which bonus shall be based on actual performance and shall be paid when, as and if bonuses are paid to other senior executives of the Company with respect to such year.

 

(c)         Disability.  The employment by the Company of the Executive pursuant to this Agreement may be terminated by the Company by written notice to the Executive ("Notice of Termination") at the option of the Company in the event that the Executive becomes unable to perform his normal duties by reason of physical or mental illness or accident for a period of sixty (60) consecutive Business Days or for more than ninety (90) Business Days in any twelve (12) month period.  In the event the employment by the Company of the Executive is terminated pursuant to this Section 10(c), the Executive shall as of such date resign from all of his positions, duties and authorities hereunder, the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination and the Executive shall receive the Base Salary and health and welfare benefits pursuant to Section 9 hereof to be paid or provided to the Executive under this Agreement for twelve (12) months following the Date of Termination; provided, however, that amounts payable to the Executive under this Section 10(c) shall be reduced by the proceeds of any short- and/or long-term disability payments under the Company plans referred to in Section 9 hereof to which the Executive may be entitled during such period.

 

(d)         By the Company for Cause.  The employment of the Executive pursuant to this Agreement may be terminated by the Company for Cause by delivery of a Notice of Termination to the Executive.  In the event the employment by the Company of the Executive is terminated pursuant to this Section 10(d), the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination and no more.

 

(e)         By the Company Without Cause.  The employment by the Company of the Executive pursuant to this Agreement may be terminated by the Company at any time without Cause by delivery of a Notice of Termination to the Executive.  In the event the employment by the Company of the Executive is terminated pursuant to this Section 10(e), the Executive shall be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the Base Salary and health and welfare benefits pursuant to Section 9 hereof to be paid or provided to the Executive under this Agreement for twenty-four (24) months following the Date of Termination and (iii) a payment equal to the pro-rated bonus for the year in which the Date of Termination occurs, which bonus shall be paid when, as and if bonuses are paid to other senior executives of the Company with respect to such year.  For

 

the avoidance of doubt, if the Company terminates the Executive’s employment by providing the Executive with a Non-Renewal Notice, such termination shall be deemed to be a termination without Cause pursuant to this Section 10(e).

 

(f)         By the Executive Without Good Reason.  The employment of the Executive by the Company pursuant to this Agreement may be terminated without Good Reason by the Executive at any time by delivery to the Company of written notice of resignation ("Notice of Resignation").  In the event the employment by the Company of the Executive is terminated pursuant to this Section 10(f), the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination and no more.

 

(g)         By the Executive for Good Reason.  The employment of the Executive by the Company pursuant to this Agreement may be terminated by the Executive at any time for Good Reason by delivery to the Company of a Notice of Resignation.  In the event the employment by the Company of the Executive is terminated pursuant to this Section 10(g), the Executive shall be entitled to receive the same Base Salary, pro-rated bonus, and health and welfare benefits payable or to be provided to the Executive as if the Executive were terminated by the Company without Cause pursuant to Section 10(e) of this Agreement.

 

(h)         Date of Termination.  During the Term, the Executive's Date of Termination shall be: (i) if the parties hereto mutually agree to terminate this Agreement pursuant to Section 10(a) hereof, the date designated by the parties in such agreement; (ii) if the Executive's employment by the Company is terminated pursuant to Section 10(b), the date of the Executive's death; (iii) if the Executive's employment by the Company is terminated pursuant to Section 10(c), the last day of the applicable sixty (60) Business Day or ninety (90) Business Day period referred to in Section 10(c); (iv) if the Executive's employment by the Company is terminated pursuant to Section 10(d), the date on which a Notice of Termination is given; or (v) if the Executive's employment by the Company is terminated pursuant to Section 10(e), 10(f) or 10(g), the date that is sixty (60) days following the date the Notice of Termination or Notice of Resignation, as the case may be, is given (provided, that the Company, in its sole discretion, may waive all or any part of such sixty (60) day period).

 

(i)         Conditions to Payment.  All payments and benefits due to the Executive under this Section 10 (other than accrued amounts payable through the Date of Termination) are subject to, and contingent upon, the execution and delivery by the Executive (or his beneficiary or estate) of a release of claims against the Company and its affiliates substantially in the form attached hereto as Exhibit A,

 

with such changes therein or modifications thereto as the Company may reasonably request at or prior to the Date of Termination, and such release becoming irrevocable within the applicable time period set forth therein; provided that if the period for executing and not withdrawing such release as set forth therein begins in one taxable year and ends in a second taxable year, the payments and benefits will be provided or commence being provided, if at all, in the second taxable year. The payments due to the Executive under this Section 10 shall be in lieu of any other severance benefits otherwise payable to the Executive under any severance plan of the Company or its affiliates and shall be made in accordance with the Company's normal practices and policies.  All payments of Base Salary made to the Executive in accordance with this Section 10 shall be paid by the Company in equal monthly installments.

 

(j)         Section 409A.  Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto.  Further notwithstanding the foregoing, if any amount to be paid to Executive pursuant to this Section 10 is subject to Section 409A, and if the Executive is a “Specified Employee” (as defined under Section 409A) as of the date of Executive’s termination of employment hereunder, then the payment of benefits, if any, scheduled to be paid by the Company to Executive hereunder during the first six (6) month period following the date of a termination of employment hereunder shall not be paid until the date which is the first Business Day following the six-month anniversary of Executive’s termination of employment for any reason other than death, provided, however, that any payments made pursuant to this Section 10, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.

 

11.       Representations.

 

(a)         The Company represents and warrants that this Agreement has been authorized by all necessary action of the Company, corporate or otherwise, and is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms.

 

(b)         The Executive represents and warrants that he is not a party to any agreement or instrument which would prevent him from entering into or performing his duties in any way under this Agreement and that this Agreement is a valid and binding agreement of the Executive enforceable against the Executive in accordance with its terms.

 

12.       Successors.  This Agreement is a personal contract and the rights and interests of the Executive hereunder may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him, except as otherwise expressly permitted by the provisions of this Agreement.  This Agreement shall inure to the benefit of and be enforceable by the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If the Executive should die while any amount would still be payable to him hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there is no such designee, to his estate.

 

13.       Non-Competition and Non-Solicitation Covenants.

 

(a)         The Executive will not, (i) during the Term of the employment and (ii) for a period of one (1) year following the Date of Termination (such period, the "Restricted Period") do any of the following directly or indirectly within the continental United States, without the prior written consent of the Company:

 

(1)          engage or participate in any business activity competitive with the business of the Company or its subsidiaries or affiliates;

 

(2)          become interested in (as owner, stockholder, lender, partner, member, coventurer, director, officer, employee, agent, consultant or otherwise) any person, firm, corporation, association or other entity engaged in any business that is competitive with the business of the Company or its subsidiaries or controlled affiliates.  Notwithstanding the foregoing, nothing herein shall prevent the purchase or ownership by the Executive of less than five percent (5%) of the outstanding equity securities of any class of securities of a company that is registered under Section 12 of the Securities Exchange Act of 1934, as amended;

 

(3)          except for the furtherance of the interests of the Company or its subsidiaries during the Term, solicit or call on, either directly or indirectly, in connection with any business which is competitive with the business of the Company or its subsidiaries, any (i) customer or prospective customer with whom the Company or its subsidiaries shall have dealt during the twelve (12) months prior to termination or (ii) supplier or prospective supplier with whom the Company or its subsidiaries shall have dealt with during the twelve (12) months prior to termination;

 

(4)          except for the furtherance of the interests of the Company or its subsidiaries during the Term, influence or attempt to influence any vendor, customer or prospective customer of the Company or its subsidiaries to terminate or modify any written or oral agreement or course of dealing with the Company or its subsidiaries; or

 

(5)          except for the furtherance of the interests of the Company or its subsidiaries during the Term, influence or attempt to influence any person to either (i) terminate or modify employment, consulting, agency or other arrangements with the Company or its subsidiaries or (ii) employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company or its subsidiaries as an employee, consultant or agent of the Company or its subsidiaries in the business at any time during the six (6) month period immediately preceding the Date of Termination.

 

(b)         The Executive acknowledges and agrees that the restrictions contained in the foregoing covenants are necessary to protect legitimate interests of the Company and acknowledges that remedies for damages in the event of their violation or potential violation would be inadequate.  Accordingly, the Executive agrees that the Company will be entitled to injunctive relief in the event of any violation by him or her of any provisions of this Section 13.  Such right to an injunction will be in addition to, and not in limitation of, any other rights or remedies that the Company may have. The period of time during which the provisions of this Section 13 will be in effect shall be extended by the length of time during which the Executive is in breach of the terms hereof as determined by any court of competent jurisdiction where the injunctive relief is sought.

 

(c)         If any provision of this Section 13 shall be deemed invalid or unenforceable, either in whole or in part, this Agreement shall be deemed

 

amended to delete or modify, as necessary, the offending provision and to reform the terms thereof in order to render it valid and enforceable.

14.       Nondisclosure.  The Executive agrees not to use or disclose at any time, except with the prior written consent of the Company, any proprietary, trade secret or confidential information relating to the business of the Company or its subsidiaries, including, without limitation, information relating to formulas, designs, processes, suppliers, machines, compositions, improvements, inventions, operations, manufacturing, processing, marketing, distributing, selling, cost and pricing data, master files or customer lists utilized by the Company or its subsidiaries and all other similar information material to the conduct of the business of the Company or any of its subsidiaries, which is not presently generally known to the public and which is or was obtained or acquired by the Executive while an employee of the Company or its subsidiaries; provided, however, that this provision shall not preclude the Executive from (i) the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order the Executive will give the Company three (3) Business Days' written notice (or, if disclosure is required to be made in less than three (3) Business Days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith.

 

15.       Inventions.  The Executive hereby sells, transfers and assigns to the Company all of the entire right, title and interest of the Executive in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which directly relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under development by the Company, or which otherwise directly relate or pertain to the business, functions or operations of the Company or which arise from the efforts of the Executive during the course of his employment with the Company (the “Inventions”).  The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the Inventions.  The Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof.  Any Invention relating to the business of the Company and disclosed or utilized by the Executive within one (1) year following

 

the Date of Termination shall be deemed to fall within the provisions of this paragraph.

16.       Acknowledgment.  The Executive agrees that the restrictions contained in Sections 13, 14 and 15 hereof are a material inducement to the willingness the Company to enter into this Agreement and are an essential element of the compensation the Executive is granted hereunder and, but for the Executive's agreement to comply with such restrictions, the Company would not have entered into this Agreement.

 

17.       Entire Agreement.  This Agreement contains all the understandings between the parties hereto pertaining to the matters referred to herein, and supersedes any other undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto.  The Executive represents that, in executing this Agreement, he does not rely and has not relied upon any representation or statement made by the Company not set forth herein with regard to the subject matter or effect of this Agreement or otherwise.

 

18.       Amendment or Modification; Waiver.  No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by the Executive and by a duly authorized officer of the Company.  No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

 

19.       Notices.  Any notice provided hereunder must be in writing and mailed or delivered either (i) to the Company at the physical address or email address listed below or (ii) to the Executive at the Executive’s physical address on file with the Company or to the Executive’s company email address, if applicable.  Any such notice shall be deemed effective (1) upon delivery if delivered in person, (2) on the next business day if transmitted by national overnight courier (such as FedEx or UPS) or via email and (3) on the fourth business day following mailing by first class mail.

 

To the Executive at:

The address or other applicable contact information contained in the Company’s personnel records

with a copy to:

Stevens & Lee

1818 Market Street, 29th Floor

Philadelphia, PA 19103

Attention: Kenneth D. Kleinman, Esq.

Fax:   ###-###-####

Email: ***@***

To the Company at:

JGWPT Holdings Inc.

201 King of Prussia Road, Suite 501

Radnor, Pennsylvania 19087-5148

Email: ***@***

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Rodney Square

P.O. Box 636

Wilmington, Delaware   ###-###-####

Fax:   ###-###-####

 

Either party hereto may change such party’s address for notices by notice duly given pursuant hereto.

 

20.       Severability.  If any provision or clause of this Agreement or the application of any such provision or clause to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision or clause to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision or clause hereof shall be validated and shall be enforced to the fullest extent permitted by law.

 

21.       Survivorship.  The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

 

22.       Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.

 

23.       Headings.  All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.

 

24.       Withholding.  All payments to the Executive under this Agreement shall be reduced by all applicable withholding required by federal, state or local law.

 

25.       Definitions.

 

(a)         "Business Day" means any day that banks are opened for business in the State of Delaware, other than a Saturday or Sunday.

 

(b)         "Cause" means the determination, in good faith, by the Company Board, after written notice to the Executive and, if capable of being cured, a reasonable opportunity to cure, that one or more of the following events has occurred: (i) the willful failure of the Executive to perform his material duties with the Company, which duties are commensurate with those of the position for which the Executive is then employed; (ii) any failure to follow the express instructions of the Company Board; (iii) any material violation of the policies of the Company as set forth in a written code of conduct or similar document; (iv) any act of gross negligence, fraud or willful misconduct by the Executive materially injuring the interest, business or reputation of the Company, or any of its parents, subsidiaries or affiliates; (v) the Executive's commission of any felony or any crime involving moral turpitude; (vi) any misappropriation or embezzlement of the property of the Company, or any of its parents, subsidiaries or affiliates; or (vii) any material breach by the Executive of this Agreement, including, without limitation, a material breach of Sections 13, 14 and 15 hereof.

 

(c)         "Good Reason" means the occurrence of any of following events or conditions during the Term unless Executive has expressly consented in writing thereto or unless the event is remedied by the Company or its successor promptly after receipt of notice thereof given by the Executive: (i) removal

 

of Executive from Executive’s position as Chief Executive Officer; (ii) material reduction of Executive’s duties or responsibilities or the assignment to Executive of duties materially inconsistent with the position of Chief Executive Officer, including requiring the Executive to report to anyone other than the Company Board or any committee thereof; (iii) a material reduction of Executive’s Base Salary as then in effect; (iv) the Company requiring the Executive to be based at a location more than forty (40) miles from the existing location; or (v) any material breach of this Agreement by the Company; in all cases after notice from Executive to the Company within thirty (30) days after the initial existence of any such condition that the condition constitutes Good Reason and the failure of the Company to cure such situation within thirty (30) days after said notice.

 

[SIGNATURE PAGE FOLLOWS]

 

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Employment Agreement as of the date first above written.

 

	JGWPT HOLDINGS INC.
	By:	/s/ Stephen Kirkwood
		Name: Stephen Kirkwood
		Title: Executive Vice President and General Counsel
	EXECUTIVE
	/s/ Stewart A. Stockdale
	Stewart A. Stockdale

 

This RELEASE (this "Release") is made and entered into by Stewart Stockdale (the "Executive") as of the [__] day of [_____], 201[_].  Reference is made to that certain Employment Agreement, dated as of July 27, 2014 (the "Employment Agreement"), by and between JGWPT Holdings Inc., a Delaware corporation (the "Company"), and the Executive.  In consideration of the mutual covenants and agreements set forth in the Employment Agreement, and in consideration of the payments to be made by the Company to the Executive pursuant to Section 10[_] thereof, on behalf of himself and his assigns, heirs, beneficiaries, creditors, representatives, agents and affiliates (collectively, the "Releasing Parties"), the Executive hereby fully, finally and irrevocably releases, acquits and forever discharges the Company, its affiliates and each of their current or former officers, managers, members, trustees, representatives, employees, principals, agents, affiliates, parents, subsidiaries, joint ventures, predecessors, successors, assigns, beneficiaries, heirs, executors, personal or legal representatives, insurers and attorneys (collectively, the "Released Parties") from any and all commitments, actions, debts, claims, counterclaims, suits, causes of action, damages, demands, liabilities, obligations, costs, expenses, proceedings, covenants, judgments, accounts, and compensation of every kind and nature whatsoever, past, present, or future, at law or in equity, whether known or unknown, contingent or otherwise, which such Releasing Parties, or any of them, had, has, or may have had at any time in the past until and including the date of this Release against the Released Parties, or any of them, including, without limitation, which relate to or arise out of (i) the Employment Agreement, (ii) the Executive's or such Releasing Party’s prior relationship with the Company and its affiliates or the termination of such relationship, and (iii) any federal, state and/or local labor, employment, whistleblower and/or anti-discrimination laws including, without limitation, the Age Discrimination in Employment Act (the "ADEA"), the Older Workers Benefit Protection Act (the "OWBPA"), the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, Executive Order 11246, the Pennsylvania Human Relations Act, any Pennsylvania discrimination law, any Pennsylvania whistleblower protection law, all as amended; provided, however, that the foregoing release shall not affect (y) the Executive's rights under that certain Indemnification Agreement, dated as of July 27, 2014 between the Executive and the Company or (z) any rights the Executive may have to file a charge of discrimination with a federal or state administrative agency; provided, however, that the Executive acknowledges

 

and agrees that, the Executive is not entitled to any personal recovery in any such agency proceedings.

 

The Executive understands and agrees that he is waiving rights under the ADEA and the OWBPA and, in accordance with those statutes, has been informed and understands and agrees that: (i) he has been advised of his right to consult with an attorney prior to executing this Release, (ii) he fully understands all of the provisions of this Release, (iii) he is entering into this Release knowingly, freely and voluntarily in exchange for good and valuable consideration, and (iv) he has the full power, capacity and authority to enter into this Release.  The Executive acknowledges that he has been given at least twenty-one (21) calendar days to consider the terms of this Release.  The Executive will have seven (7) calendar days from the date on which he signs this Agreement to revoke his consent to the terms of this Release.  Such revocation must be in writing and must be hand delivered or faxed in accordance with Section 19 of the Employment Agreement.  Notice of such revocation must be received no later than seven (7) calendar days after the Executive signs and returns this Release to the Company.  In the event the Executive does not sign this Release within twenty-one (21) calendar days after receipt of this Release or in the event that he revokes his consent to this Release as permitted by this paragraph, this Release will be null and void in its entirety and the Executive will not be eligible to receive the payments or benefits described in Section 10(e) of the Employment Agreement.  Provided that the Executive does not revoke this Release during such seven (7) day period, this Release shall become effective on the eighth calendar day after the date on which the Executive signs this Release.

 

The Executive acknowledges and agrees that, other than as specifically provided in the applicable subsection of Section 10[_] of the Employment Agreement, (i) the Executive is not entitled to any compensation, rights or amounts under the Employment Agreement or any contract, plan, policy or practice, past or present, of any of the Released Parties, and (ii) the Executive shall not be eligible to participate or continue to participate in any employee benefit plans or compensation arrangements of any of the Released Parties or otherwise be entitled to any perquisite or fringe benefit.  The Executive represents and agrees that he has returned all confidential information and other property belonging to the Released Parties.

 

The Executive acknowledges and agrees that the following Sections of the Employment Agreement are incorporated herein by reference: 17 (Entire Agreement); 18 (Amendment or Modification; Waiver); 20 (Severability); 21 (Survivorship) and 22 (Governing Law).

 

[SIGNATURE PAGE FOLLOWS]

 

IN WITNESS WHEREOF, the undersigned has duly executed this Release as of the date first written above.

	Stewart Stockdale

Acknowledged and agreed

as of the [__] day of [_____], 201[_]

By:__________________________

      Name:

      Title: