VWR International, LLC Employment Offer Letter to Eddy Wu (Senior Vice President & President, Asia-Pacific)
This agreement outlines the terms of employment for Eddy Wu as Senior Vice President & President, Asia-Pacific at VWR International, LLC. It details his salary, bonus eligibility, relocation and housing allowances, tax arrangements, and other benefits such as transportation, utilities, tuition, and retirement contributions. The contract specifies a three-year international assignment in Shanghai, China, starting August 18, 2008, and includes provisions for severance, restrictive covenants, and repayment obligations if employment ends early. The agreement also covers participation in an equity program and support for tax and financial services.

1310 Goshen Parkway, P.O. Box 2656
West Chester, PA ###-###-####, www.vwr.com
Phone: 610 ###-###-####
Fax: 610 ###-###-####
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Position: | Senior Vice President & President, Asia-Pacific. | |
Base Salary: | HK$2,730,000 per year, payable in monthly installments, on 12-month per year basis, on VWRs regular payroll dates. (The above amount is quoted on an annual basis for convenience only and does not imply employment for a specific term, nor alter the at will status of your employment.) | |
Annual Bonus: | You will be eligible to participate in VWRs Management Incentive Program (MIP) with a target bonus of 75% of base salary or HK$2,050,000 at target, prorated from hire date. Bonus achievement is based on the successful achievement of established annual objectives. For the 2008 performance year, your bonus will be guaranteed at HK$1,171,875. This amount will be paid at the completion of the performance year consistent with all other payments in the Management Incentive Program, tentatively expected to be March 2009. | |
Hiring Incentive: | In an effort to incent you to join VWR as well as to offset any loss of earned or unearned equity opportunities, VWR will offer you a one -time hiring incentive in the amount of HK$1,953,125. This amount will be gross of any required taxes in your home location. | |
Office Location: | Your office will be located in Shanghai, China. |
International Assignment: | You will be employed by VWR International, LLC and, as your home country is Hong Kong you will be placed on assignment with VWR for a period of three (3) years. Your assignment would commence upon your projected start date of August 18, 2008 and continue through September 30, 2011. | |
Relocation: | VWR will cover the cost for shipment of household goods and airline transportation for you and your family to your host location. In addition, we will provide you one month of your base salary to cover any settling-in or incidental costs associated with your move. | |
Housing: | You will be eligible to receive a housing allowance in the amount of RMB 70,000 per month or RMB 840,000 annually. |
Tax Status: | While on assignment in Shanghai, China from October 1, 2008 through September 30, 2011, VWR will pay for your PRC individual income tax on the compensation paid or payable to you hereunder provided that, you will be responsible for a hypothetical tax which is the equivalent of the amount of Hong Kong salaries tax attributable to the compensation paid or payable by VWR to you had you been employed by an employer which is a Hong Kong-registered company and remained in Hong Kong for the relevant taxation period. You agree that VWR may deduct such hypothetical tax from amounts payable to you. | |
Assignment related costs, allowances and benefits including the employer contribution to your voluntary retirement plan would not be considered taxable. Any taxes due in relation to these benefits would be grossed-up. | ||
Currency: | Regular salary and bonus payments will be made in Hong Kong dollars. Any direct assignment related costs or allowances will be paid in Chinese RMB. | |
Home Leave: | VWR will provide airfare for you and your family for travel between Shanghai and Hong Kong, once annually for home leaves travel. In addition necessary hotel accommodations for 1 week per year will also be provided. The maximum reimbursement for home travel is RMB 42,000 per year. | |
Transportation: | VWR will provide a transportation allowance in the amount of RMB 245,000 per year. | |
Utilities: | VWR will provide a utility expense allowance in the amount of RMB 105,000 per year. |
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Tuition: | For the duration of your assignment VWR will pay the direct costs for formal schooling for your two (2) children at The American School in Shanghai, China. | |
Equity Program: | You will be eligible to participate in the Varietal Distribution Holdings, LLC (VWR holding company) equity program. This is a one-time offer with an opportunity to participate at up to a US$1,000,000 investment level (US$250,000 minimum). The details of this investment opportunity will be provided in, and will be subject to the attached Securities Purchase Plan and separate documentation. | |
Vacation & Benefits: | You will be entitled to five weeks of vacation annually. You will also have the ability to participate in all health & welfare programs offered to other Associates in Shanghai, China unless previously outlined in this letter. You will have the ability to participate in Medical and Insurance plans provided to international assignees. | |
Retirement Contribution: | VWR will provide a voluntary contribution in the amount of 15% of your base salary toward your Hong Kong voluntary retirement plan. If possible, VWR will make this contribution on a pre-tax basis directly to your plan. Otherwise, we will make the payment to you directly. | |
Tax and Financial Services: | VWR will identify a professional financial tax advisor to assist you with planning, preparation and filing of your taxes. | |
In the event your assignment is discontinued or your employment with VWR terminates for any reason, we would expect you to fully cooperate with VWR and its agents to resolve any outstanding tax related filings or matters. | ||
Repayment Agreement: | In the event that you terminate your employment with VWR voluntarily prior to eighteen (18) months from your start date of August 18, 2008. You would be responsible to repay VWR the amount of US$336,000. Except for Good Reason (as defined on Annex 1), you may resign from your position by providing three (3) months prior written notice to VWR, unless otherwise consented by VWR. | |
In the event that VWR involuntarily terminates your assignment for any reason other than Cause, then VWR will continue any and all assignment related benefits for a period of six (6) months following the date of your separation. |
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Severance/Restrictive Covenants: | If your employment with VWR and its affiliates is terminated (i) by VWR or its affiliates without Cause (as defined on Annex 1) or (ii) by you for Good Reason (as defined on Annex 1), you will be entitled to receive (A) an aggregate amount equal to one and a half times the sum of your base salary then in effect and your target bonus for the year in which such termination occurs, payable in equal installments on VWRs regular payroll dates during a period of twelve months after such termination and (B) continued health benefits for a period of twelve months after such termination. These payments (i) would be subject to your execution of a general release in the form attached hereto as Annex 2, (ii) shall be in lieu of any other severance payments you are entitled to under any agreements or plans and (iii) shall be reduced to the extent you are entitled to any similar severance payments or health benefits from VWR under applicable law so as not to be duplicative with such legally required payments or benefits. You agree to be subject to those restrictions set forth on Annex 1 attached hereto, which are a part of this letter agreement (the Employee Covenants). | |
If your employment with VWR and its affiliates is terminated by VWR or its affiliates by reason of your Disability (as defined on Annex 1), you will be entitled to receive a lump sum payment as soon as practicable following such termination in an amount equal to the target amount of your bonus for the year in which such termination occurs, prorated for the portion of such year during which you were employed with VWR. In addition, you shall be entitled to receive payments of your base salary until payments to you under VWRs long-term disability plan commence but in any event for a period not to exceed 18 months from the date of your termination. | ||
If your employment with VWR and its affiliates is terminated by reason of your death, your beneficiary or estate, as applicable, will be entitled to receive a lump sum payment as soon as practicable following your death in an amount equal to the target amount of your bonus for the year in which such termination occurs, prorated for the portion of such year during which you were employed with VWR. | ||
You shall be under no obligation to seek other employment for any reason or to mitigate any severance payments following a termination of your employment with VWR and its affiliates for any reason. In addition, there shall be no offset against amounts due to you upon termination of your employment with VWR and its affiliates on account of any compensation attributable to any employment subsequent to your employment with VWR and its affiliates. Either you or VWR may terminate your employment with VWR and its affiliates at any time. |
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Except as provided above in this Severance/Restrictive Covenants section, you shall not be entitled to any other salary, compensation or benefits from VWR or its affiliates after termination of your employment with VWR or its affiliates, except as otherwise specifically provided for in VWRs or its affiliates employee benefit plans or as otherwise expressly required by applicable law. | ||
Legal Fees: | In the event of a contest between you and VWR or its subsidiaries or affiliates regarding a breach or alleged breach of this Agreement in which you substantially prevail, then VWR agrees to pay (within ten business days of receipt of an invoice from you), all reasonable legal fees and expenses that you have incurred as a result of such contest. | |
Personal Services Agreement: | On the date hereof, you agree to enter into a Personal Services, Confidentiality and Inventions Agreement with VWR, in the form attached hereto as Exhibit A. | |
Entire Agreement: | This letter agreement, (including any Annexes attached hereto) and the Personal Services, Confidentiality and Inventions Agreement referenced above set forth the entire understanding between you and VWR and/or its affiliates with respect to the subject matter hereof and thereof, and supersede and preempt all prior oral or written understandings and agreements with respect to the subject matter hereof and thereof between you and VWR and/or any of its affiliates, which shall terminate and be of no further effect upon the execution of this letter agreement. | |
Governing Law: | This letter agreement and the Personal Services, Confidentiality and Inventions Agreement referenced above, shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Pennsylvania. | |
Consent to Jurisdiction: | You hereby irrevocably submit to the nonexclusive jurisdiction of the United States District Court for the Eastern District of Pennsylvania and the state courts of the State of Pennsylvania for the purposes of any suit, action or other proceeding arising out of this letter agreement (including the Personal Services, Confidentiality and Inventions Agreement referenced above) or any transaction contemplated hereby. You further agree that service of any process, summons, notice or document by certified or registered mail to your address as listed above or such other address or to the attention of such other person as you have specified by prior written notice to VWR shall be effective service of process in any action, suit or proceeding in the State of Pennsylvania with respect to any matters to which you have submitted to jurisdiction as set forth above in the immediately preceding sentence. You irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this letter agreement |
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(including the Personal Services, Confidentiality and Inventions Agreement referenced above) or the transactions contemplated hereby in the United States District Court for the Eastern District of Pennsylvania or the state courts of the State of Pennsylvania and hereby irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. |
/s/ John M. Ballbach |
Accepted: | /s/ Wu Ming Kei | |||||
Eddy Ming Kei Wu | ||||||
June 20, 2008 |
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1. | Compensation and Benefits. Executive shall be entitled to a salary, annual bonus and other monetary compensation, which shall be established by VWR at the inception of employment, and may be periodically thereafter adjusted for increase only. Executive shall also be entitled to participate in various VWR employee benefit plans (for example, health insurance, retirement, and the like), in accordance with the participation requirements of said plans, and nothing contained herein shall confer benefit eligibility which is in any manner inconsistent with the terms of the benefit plans. |
2. | Executives General Obligations; Conflicts of Interest. During my employment with VWR, I agree to devote substantially all my working time during normal business hours to VWR. During my employment with VWR, I agree to use my best efforts to perform the duties associated with my position and title with VWR as VWR may direct, not to engage in any other business or activity the nature of which shall be determined by VWR to be competitive with VWR, its suppliers or its customers and to comply with any Conflict of Interest Policy of VWR; provided that, with the approval of VWR, which such approval shall not be unreasonably delayed or withheld, I may serve on the board of directors of one public company. I further agree to conform to all VWR policies, practices, and procedures, to the extent such policies, practices and procedures have been provided to me in writing, as well as lawful directions of VWR and/or its affiliates as to performance of services for VWR, to the extent that the same are consistent with my position and title with VWR. |
3. | No Existing Restrictive Agreements. I represent that I am not a party to any contract limiting my present or future right to work for VWR or to perform such activities as shall be required from time to time by VWR. |
4. | Prior Employer Information. I agree that I will not use improperly or disclose any confidential or proprietary information or trade secrets of my former or current employers, principals, partners, co-venturers, customers, or suppliers, or the vendors or customers of such persons or entities, and I will not violate any nondisclosure or proprietary rights agreement I might have signed in connection with any such employer, person or entity. |
5. | Non-Disclosure of Information. I recognize that, in the performance of my duties with VWR, Confidential Information belonging to VWR will come into my possession, including, without limitation, information regarding business methods, plan, systems, customer lists and customer relations, vendor lists and vendor relations, cost and pricing information, distribution and logistical information, and other information relating to the business of VWR that is not known to the general public. I recognize that the business of VWR is materially dependent upon the relationship between VWR and its customers who are serviced by its associates and that VWR has and will entrust me with Confidential Information, that must remain the property of VWR. As used in this Agreement, Confidential Information shall mean the trade secrets, technical and non-technical know-how, technical and business knowledge and information, plans and systems, business methods, customer lists and customer relations of VWR, including but not limited to research, development, manufacturing, purchasing, accounting, data processing, engineering, marketing, merchandising, selling and invoicing, which information is acquired from or through VWR during the course of my employment by VWR. Confidential Information shall not include any information that is or becomes publicly known or that enters the public domain other than as a result of my breach of my obligations under this Agreement or any other agreement between me and VWR or its affiliates. I agree that I will not at any time hereafter disclose Confidential Information to third parties or use Confidential Information for any purpose other than to further VWRs business, except as is required by law, any court of competent jurisdiction or any governmental agency or authority or recognized subpoena power. |
6. | Assignment of Inventions. I will make prompt and full disclosure to VWR, will hold in trust for the sole benefit of VWR, and will assign, exclusively to VWR all my right, title, and interest in and to any and all inventions, discoveries, designs, developments, improvements, copyrightable material, and trade secrets (collectively herein Inventions) that I, solely or jointly, may conceive, develop, or reduce to practice during the period of time I am in the employ of VWR. I hereby waive and quitclaim to VWR any and all claims of any nature whatsoever that I now or hereafter may have for infringement of any patent resulting from any patent applications for any Inventions so assigned to VWR. |
(a) | it was developed entirely on my own time; and | ||
(b) | no equipment, supplies, facility, services, or trade secret information of VWR were used in its development; and | ||
(c) | it does not relate (i) directly to the business of VWR or (ii) to the actual or demonstrably anticipated research or development of VWR; and | ||
(d) | it does not result from any work performed by me for VWR. |
7. | Excluded and Licensed Inventions. I have attached hereto a list describing all Inventions belonging to me and made by me prior to my employment with VWR that I wish to have excluded from this Agreement. If no such list is attached, I represent that there are no such Inventions. If in the course of my employment at VWR, I incorporate into a VWR product, process, or machine, an Invention owned by me or |
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8. | Application for Copyrights and Patents. I will execute any proper oath or verify any proper document in connection with carrying out the terms of this Agreement. If, because of my mental or physical condition or for any other reason whatsoever, VWR is unable to secure my signature to apply for or to pursue any application for any United States or foreign patent or copyright covering Inventions assigned to VWR as stated above, I hereby irrevocably designate and appoint VWR and its duly authorized officers and agents as my agent and attorney in fact, to act for me and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of U.S. and foreign patents and copyrights thereon with the same legal force and effect as if executed by me. I will testify at VWRs request and expense in any interference, litigation, or other legal proceeding that may arise during or after my employment. |
9. | Third Party Information. I recognize that VWR has received and will receive confidential or proprietary information from third parties subject to a duty on VWRs part to maintain the confidentiality of such information and to use it only for certain limited purposes. This information shall be deemed not to include shall not include any information that is or becomes publicly known or that enters the public domain other than as a result of my breach of my obligations under this Agreement or any other agreement between me and VWR or its affiliates. During the term of my employment and thereafter I will not disclose nor use such information for the benefit of anyone other than VWR or such third party, or in any manner inconsistent with any agreement between VWR and such third party of which I am made aware, except as is required by law, any court of competent jurisdiction or any governmental agency or authority or recognized subpoena power. |
10. | Termination. I acknowledge that this Agreement shall not constitute a contract for employment for any specific period of time, and that either VWR or I am free to terminate this Agreement, and employment relationship, at will, at any time, with or without cause, subject to any prior notice requirement as specified in the letter agreement dated July 1, 2008 between me and VWR. I agree that upon termination of this Agreement and my employment, for any or no reason, I will promptly return to VWR all records of Confidential Information, including copies in my possession, and all other physical properties issued to me as an employee, in a reasonable state of function or repair. I will also so return any keys, pass cards, identification cards or other property belonging to VWR. |
11. | Non-Waiver. The failure by VWR to enforce any of the provisions hereof upon any default by me at a particular time or under certain circumstances shall not be treated as a permanent waiver of such provisions and shall not prevent subsequent enforcement of such provisions upon default by either party. |
12. | Irreparable Harm. I agree that any proven breach of this Agreement by me would cause irreparable harm to VWR for which monetary damages could not adequately compensate. If VWR proves a breach, irreparable harm shall be presumed and I expressly waive any bonding requirement as a prerequisite to VWR obtaining injunctive relief. VWR can also seek damages. |
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13. | Assignability of This Agreement. The services contracted for between VWR and me in this Agreement are personal, and therefore I may not assign this Agreement to any other person or entity. This Agreement may, however, be assigned by VWR to a successor to the business of VWR. |
14. | Severability. It is the intention of the parties that this Agreement shall be enforceable to the fullest extent permitted by local, state, and/or federal law in the jurisdiction in which performance of this Agreement occurs, or in which performance of this Agreement is sought to be enforced. In the event that a court of competent jurisdiction determines that one or more provisions of this Agreement are not enforceable under the provisions of the jurisdiction in which performance occurs or enforcement is sought, such a determination shall not affect the enforceability of the remainder of this Agreement. |
15. | Other Agreements. This Agreement, together with the letter agreement, dated July 1, 2008, between me and VWR (the Letter Agreement), sets forth the sole and entire agreement between the parties hereto, and supersedes and replaces any and all prior agreements, whether oral, written, or implied, entered into by me and VWR, pertaining to my employment, the terms, conditions, and responsibilities thereof, and/or any other subject matter contained in this Agreement or the Letter Agreement. This Agreement and the Letter Agreement shall be considered together as one agreement. There will be no modification of this Agreement, either verbal, implied, written, or otherwise, except through a written agreement signed by me, and an officer of VWR, which refers to the specific paragraph of this Agreement intended to be modified, and sets forth, in writing, the specific modification of said paragraph. |
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/s/ Wu Ming Kei | VWR International, LLC | |||||||
By: | /s/ Paul Dumas | |||||||
Its: | ||||||||
Eddy Ming Kei Wu | 6/25/08 | |||||||
June 20, 2008 |
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1. | I understand that any payments or benefits paid or granted to me under the Severance/Restrictive Covenants section of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in the Severance/Restrictive Covenants section of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. I also acknowledge and represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by virtue of any employment by the Company. |
2. | Except as provided in paragraph 4 below and except for the provisions of my Employment Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys fees incurred in these matters) (all of the foregoing collectively referred to herein as the Claims). |
3. | I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above. |
4. | I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967). |
5. | In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims. I further agree that I am not aware of any pending claim of the type described in paragraph 2 as of the execution of this General Release. |
6. | I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct. |
7. | I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or this Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. Notwithstanding anything herein to the contrary, each of the parties (and each affiliate and person acting on behalf of any such party) agree that each party (and each employee, representative, and other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of this transaction contemplated in the Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of this transaction, (ii) the identities of participants or potential participants in the Agreement, (iii) any financial information (except to the extent such information is related to the tax treatment or tax structure of this transaction), or (iv) any other term or detail not relevant to the tax treatment or the tax structure of this transaction. |
8. | Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the National Association of Securities Dealers, Inc. (NASD), any other self-regulatory organization or governmental entity. |
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9. | Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof. |
10. | Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. |
(i) | I HAVE READ IT CAREFULLY; | ||
(ii) | I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED; | ||
(iii) | I VOLUNTARILY CONSENT TO EVERYTHING IN IT; | ||
(iv) | I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION; | ||
(v) | I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON , TO CONSIDER IT AND THE CHANGES MADE SINCE THE , VERSION OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD; | ||
(vi) | THE CHANGES TO THE AGREEMENT SINCE , EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST. | ||
(vii) | I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED; | ||
(viii) | I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND |
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(ix) | I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME. |
DATE: | ||||||||
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