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Ex 2.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of the
1st day of November, 2000 (the "Agreement Effective Date"), by and between
CALIFORNIA COMMUNITY BANCSHARES, INC., a Delaware corporation ("Bancshares"
or "Employer") and DAVID E. HOOSTON (the "Employee") (collectively, the
"parties"):
WHEREAS, Employee has been employed by Bancshares, as the Director
of Corporate Development of Bancshares, pursuant to that certain Employment
Agreement dated February 1, 2000 by and between Employee and Bancshares (the
"Prior Employment Agreement");
WHEREAS, Bancshares and Employee desire, as of the Agreement
Effective Date, to cancel and to terminate the Prior Employment Agreement;
WHEREAS, the parties hereto desire to enter into a new agreement, as
of the Agreement Effective Date, for the purpose of retaining the services of
Employee for Bancshares as its Executive Vice President and Chief Financial
Officer;
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. EMPLOYMENT AND DUTIES. Employer and Employee hereby enter into this
Agreement upon the terms and conditions hereinafter set forth. Employee
is hereby employed, at the pleasure of the Board of Directors of
Bancshares (the "Board"), as Executive Vice President and Chief
Financial Officer of Bancshares. Employee shall perform the customary
duties of an Executive Vice President and Chief Financial Officer of a
multi-bank holding company and such attendant duties as may, from time
to time, be reasonably requested of Employee by the Board.
2. EXTENT OF SERVICES.
a) Employee shall devote Employee's full time, ability and
attention to the business of Employer during the term of this
Agreement, and shall neither directly nor indirectly render
any services of a business, commercial or professional nature
to any other person, firm, corporation or organization for
compensation without the prior written consent of the Board.
b) Nothing contained herein shall be construed to prevent
Employee from investing Employee's assets in any form or
manner which does not in any manner or for any amount of time
interfere with Employee's performance of services on behalf of
Employer.
3. TERM OF EMPLOYMENT. Subject to prior termination of this Agreement as
hereinafter provided, Employer hereby employs Employee, and Employee
hereby accepts employment with Employer, for a period beginning on the
Agreement Effective Date and ending December 31, 2003 (the "Employment
Term").
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4. COMPENSATION AND BENEFITS. In consideration of Employee's services to
Employer during the Employment Term, Employer agrees to compensate
Employee, subject to such limitations as may exist under any applicable
state or federal banking law or regulation, as follows:
a) BASE COMPENSATION. Employer shall pay or cause to be paid to
Employee a base compensation of $185,000 per year, payable in
conformity with Employer's normal payroll procedures (the
"Base Salary"), and prorated for any partial calendar year in
which this Agreement is in effect.
b) BONUS. Employee shall be eligible to participate in the
California Community Bancshares, Inc. Executive Incentive
Plan.
c) GENERAL EXPENSES. Employer shall, upon submission and approval
of written statements and bills in accordance with the then
regular procedures of Employer, pay or reimburse Employee for
any and all necessary, customary and usual expenses incurred
by him while traveling for or on behalf of Employer, and any
and all other necessary, customary or usual expenses
(including entertainment) incurred by Employee for or on
behalf of Employer in the normal course of business, as
determined to be appropriate by Employer.
d) INSURANCE. Employee shall be entitled to participate in such
group life insurance, health and long-term disability plans as
are provided by Employer to its employees and/or senior
executives, with such terms, conditions and contributions as
Employer generally provides its other employees and/or senior
executives. Employee shall have the right, in Employee's
discretion, to designate the beneficiary or beneficiaries of
any such insurance.
e) AUTOMOBILE ALLOWANCE. During the Employment Term , Employee
shall be entitled to an automobile allowance of $800 per month
(less any customary withholding and employment taxes). Except
for this automobile allowance, Employer shall not be obligated
to pay any other expenditure with respect to the ownership,
registration, operation, insurance or maintenance of
Employee's automobile.
f) VACATION. Employee shall accrue four (4) weeks' paid vacation
leave per calendar year, pro rated on a daily basis for any
partial calendar year in which this Agreement is in effect.
Such vacation leave shall be taken at such time or times as
are mutually agreed upon by Employee and the Board, if
appropriate, and in accordance with Employer's vacation leave
policy. For each calendar year, the Board shall decide, in its
discretion, either (i) to pay Employee for any accrued and
unused vacation time for such calendar year at the end of the
calendar year in which it was accrued or (ii) to carry over
any accrued and unused vacation time for such calendar year to
the next calendar year, provided, however, that Employee shall
accrue no additional vacation time at any time that the
Employee has accrued and unused vacation time of six (6)
weeks.
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g) STOCK OPTIONS. As more fully set forth in those certain PCC
Nonstatutory Stock Option Agreements by and between PCC and
Employee, Employee was granted options to purchase shares of
common stock of PCC. Bancshares' obligations with respect to
the stock options evidenced by said PCC Nonstatutory Stock
Option Agreements shall be governed by the terms and
conditions of the Assumption Agreement.
h) OTHER BENEFITS. Employee shall be entitled to participate
during the Employment Term in such other benefits of Employer,
if any, as Employer now or hereafter shall provide for its
employees and/or senior executives generally, in accordance
with the applicable terms and conditions thereof.
5. TERMINATION OF AGREEMENT. This Agreement may be terminated with or
without cause during the Employment Term in accordance with this
Section 5. In the event of such termination, Employee shall be released
from all obligations under this Agreement, except that Employee shall
remain subject to Sections 7, 8, 13, 15 and 18, and Employer shall be
released from all obligations under this Agreement, except as otherwise
provided in this Section 5 and Sections 13, 15 and 18.
a) EARLY TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE
UPON CHANGE IN TITLE. This Agreement and Employee's employment
may be terminated (i) by Employer without cause, for any
reason whatsoever, in the sole, absolute and unreviewable
discretion of Employer, upon written notice by the Board to
Employee; or (ii) by Employee in the event that Employer
changes Employee's titles or duties from those contemplated
under Section 1 of this Agreement. In the event of termination
pursuant to this Section 5(a), Employee shall receive a single
sum severance payment equal to twelve (12) months of his then
current Base Salary plus any incentive bonus prorated, if
necessary, for a partial year of employment, less customary
withholdings (the "Severance Pay") as liquidated damages in
lieu of any and all claims by Employee against Employer, and
shall be in full and complete satisfaction of any and all
rights which Employee may enjoy hereunder, in consideration of
a full and unconditional release of any and all liability of
Employer or any of its shareholders, benefit plans, affiliated
companies, partnerships, limited partnerships or limited
liability companies, and the directors, officers, employees
and agents of such entities and their successors or assigns,
arising out of this Agreement or out of the employment
relationship between Employee and Employer in the form of
Exhibit A (hereafter the "Release"), except that Employee
shall be entitled to receive (i) those benefits, if any, that
have vested by operation of state or federal law or under any
written term of a plan ("Vested Benefits"), and (ii) health
care coverage continuation rights under the consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA Rights").
Payment of the Severance Pay is expressly conditioned upon
receipt by Employer of the executed Release.
b) EARLY TERMINATION BY EMPLOYER FOR CAUSE. This Agreement and
Employee's employment may be terminated for cause by Employer
upon written notice to Employee, and Employee shall not be
entitled to receive compensation or other
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benefits for any period after termination for cause except
that Employee shall be entitled to receive any Vested
Benefits and COBRA Rights. Employee understands and agrees
that his satisfactory performance of this Agreement requires
conformance with reasonable standards of diligence,
competence, skill, judgment and efficiency of a person holding
the position of an Executive Vice President and Chief
Financial Officer of a multi-bank holding company similar to
Employer and as prescribed by any applicable federal banking
and bank holding company laws and regulations, and that
failure to conform to such standards is cause for termination
of this Agreement by Employer. "For cause" pursuant to this
Agreement shall include, but not be limited to: (i) any act of
material dishonesty; (ii) any material breach of this
Agreement or any breach of a fiduciary duty (involving
personal profit); (iii) any habitual neglect of, or habitual
negligence in carrying out, those duties contemplated under
Section 1 of this Agreement; (iv) any willful violation of any
law, rule or regulation, which, by virtue of bank or bank
holding company regulatory restrictions imposed as a result
thereof, would have a material adverse effect on the business
or financial prospects of Employer; (v) any conviction of any
felony or misdemeanor which may be reasonably interpreted to
be harmful to the Employer's reputation; (vi) any failure by
Employee to qualify at any time during the Employment Term for
any fidelity bond as described in Section 6 of this Agreement;
(vii) the requirement to comply with any final
cease-and-desist order or written agreement with any
applicable state or federal bank regulatory authority which
requests or orders Employee's dismissal or limits Employee's
employment duties; (viii) any conduct which constitutes unfair
competition with the Employer or its affiliates; or (ix) the
inducement of any client, customer, agent or employee to break
any contract or terminate the agency or employment
relationship with the Employer or its affiliates. Termination
for cause by Employer shall not constitute a waiver of any
remedies which may otherwise be available to Employer under
law, equity, or this Agreement.
c) EARLY TERMINATION BY EMPLOYEE. Employee may terminate this
Agreement upon ninety (90) days' written notice to Employer.
Employee shall not be entitled to receive compensation or
other benefits under this Agreement for any period after such
early termination by Employee, except any Vested Benefits and
COBRA Rights.
d) DEATH DURING EMPLOYMENT. This Agreement and all benefits
hereunder shall terminate immediately upon the death of
Employee, provided that such termination of benefits shall not
operate to prejudice or forfeit the rights of any beneficiary
or beneficiaries of any life and/or disability insurance
policies on the life of Employee obtained pursuant to Section
4(d) hereof or any Vested Benefits and COBRA Rights.
e) DISABILITY. This Agreement and all benefits hereunder shall
terminate if Employee is not able, as a result of an illness
or other physical or mental disability, to perform the
essential functions of his position as required by this
Agreement for a period of three (3) consecutive months or in
excess of one
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hundred eighty (180) days in any one (1) year period,
notwithstanding reasonable accommodation by Employer to
Employee's known physical or mental disability, solely in
accordance with, and to the extent required by, the Americans
with Disabilities Act, 29 U.S.C. Sections 12101-213 (the
"ADA"), the California Fair Employment and Housing Act
(California Government Code Sections 12900-12996 (the "FEHA"),
or any other state or local law governing the employment of
disabled persons (provided such accommodation would not impose
an undue hardship on the operation of Employer's business or a
direct threat to the Employee or others) pursuant to the ADA,
the FEHA, or any other applicable state or local law governing
the employment of disabled persons.
f) MERGER OR CORPORATE DISSOLUTION.
i) In the event of a (a) merger in which Employer is not
the surviving corporation a majority of the capital
stock of which is not owned by the majority
shareholder of Employer or an affiliate thereof; (b)
a transfer of all or substantially all of the assets
of Employer; (c) a merger, transfer of assets, or any
other corporate reorganization in which there is a
change of ownership of the outstanding shares of
Employer, between Employer and its majority
shareholder or between Employer and any affiliate of
its majority shareholder; (d) any other corporate
reorganization in which there is a change in
ownership of the outstanding shares of Employer
wherein more than fifty percent (50%) of the
outstanding shares of Employer is transferred to any
other partnership, limited partnership, corporation,
limited liability company, trust or business entity
(collectively a "Change in Control"); or (e) the
dissolution of Employer, this Agreement shall not be
terminated, but instead, the surviving or resulting
corporation, the transferee of Employer's assets, or
Employer shall be bound by and shall have the benefit
of the provisions of this Agreement. Notwithstanding
the foregoing, in the event of a Change in Control
and in the event that, during the twelve month period
following such Change in Control, except a Change in
Control as defined in 5(f)(i)(c) above, Employee
terminates employment with Employer (pursuant to
Section 5(c) above) following a reduction in the
Employee's duties or title, Employee shall be
eligible to receive the Severance Pay as defined in
Section 5(a) above as liquidated damages in lieu of
any and all claims by Employee against Employer, and
shall be in full and complete satisfaction of any and
all rights which Employee may enjoy hereunder, in
consideration of a release of any and all liability
of Employer or any of its affiliates, directors,
officers, employees and agents, arising out of this
Agreement, or out of the employment relationship or
termination of the employment relationship between
Employee and Employer, in the form of the Release,
except any Vested Benefits and COBRA Rights.
Notwithstanding anything to the contrary provided
herein, in the event the amounts payable to Employee
in the event of a Change in Control would, if they
included such termination payments to be made
pursuant to this Section 5(f), constitute Excess
Parachute Payments for purposes of Sections 280G(b)
and 4999 of the Internal Revenue Code of
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1986, as amended, ("IRC") or any successor statute)
(after application of IRC Section 280G(b)(4)), the
amount payable under this Section 5(f) shall be
reduced by the amount necessary to cause Employee to
receive no Excess Parachute Payments.
ii) If Employer is not the surviving entity in any
transaction referred to in this Section 5(f) and said
transaction is in any manner the result of any action
taken at the direction of any supervisory authority
whatsoever, then in such event this Agreement shall
terminate immediately upon the consummation of such
transaction and Employee agrees that all rights,
duties, obligations, and benefits herein contained
shall thereupon terminate and that Employee shall be
entitled to no further compensation or benefits from
Employer except any Vested Benefits and COBRA Rights.
6. FIDELITY BOND. Employee agrees that he will furnish all information and
take any other steps necessary to enable Employer to obtain or maintain
a fidelity bond conditional on the rendering of a true account by
Employee of all moneys, goods, or other property which may come into
the custody, charge or possession of Employee during the term of
Employee's employment. The surety company issuing the bond and the
amount of the bond must be acceptable to Employer and satisfy all
banking laws and regulations. All premiums on the bond are to be paid
by Employer. If Employee cannot qualify for a fidelity bond at any time
during the term of this Agreement, Employer shall have the option to
terminate this Agreement immediately, which shall constitute a
termination for cause as defined in Section 5(b) hereof.
7. PRINTED MATERIAL. All written or printed materials which shall include,
but not be limited to, computer software, programs and files, used by
Employee in performing duties for Employer are, and shall remain, the
property of Employer, provided that any materials which belonged
personally to Employee prior to his employment with Employer are, and
shall remain, the property of Employee. Upon termination of Employee's
employment with Employer, Employee shall return such applicable written
or printed materials to Employer.
8. DISCLOSURE OF INFORMATION. Employee recognizes and acknowledges that
Employer possesses trade secrets and other confidential and/or
proprietary information concerning its business affairs and methods of
operation which constitute valuable, confidential, and unique assets of
its business and that of its affiliates ("Proprietary Information"),
which Employer has developed through a substantial expenditure of time
and money and which are and will continue to be utilized in Employer's
business and which are not generally known in the trade. At any time
before or after termination of this Agreement, Employee agrees not to
disclose to anyone any Proprietary Information and not to make use of
any Proprietary Information for his own purposes or for the benefit of
anyone other than Employer under any circumstances. For purposes of
this Section 8, Proprietary Information includes, without limitation,
all information regarding products, services, processes, know-how,
customers, suppliers, product and/or service development, business and
capital plans, research, finances, marketing, pricing, costs and any
other confidential matters relating to Employer or any affiliate of
Employer. Employee
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recognizes and acknowledges that all financial information concerning
any of Employer's customers, products or financial results is
strictly confidential, and Employee shall not, at any time before or
after termination of this Agreement, disclose to anyone any such
information or any part thereof, for any reason or purpose whatsoever
except to the extent that such information is already otherwise
publicly available or to the extent such disclosure is required by
Employee in order to comply with judicial process or applicable
regulations of any state or federal bank regulatory agency.
Employee hereby acknowledges the particular value to Bancshares of this
Section 8, the loss of which cannot be reasonably or adequately
compensated in an action at law or in arbitration. Therefore, Employee
expressly agrees that Bancshares, in addition to any other rights or
remedies that Bancshares shall possess, shall be entitled to injunctive
and other equitable relief to prevent or remedy a breach of this
Section 8 by Employee, without the necessity of posting any bond.
Employee's obligation under this Section 8 shall survive the
termination of this Agreement and/or the termination of employment.
9. NON-COMPETITION BY EMPLOYEE. Employee shall not, during the Employment
Term, directly or indirectly, either as an employee, employer,
consultant, agent, principal, partner, shareholder, corporate officer,
director, or in any other individual or representative capacity, engage
or participate in any competing bank or financial institution or
financial services business without the prior written consent of the
Board; provided, however, Employee shall not be restricted by this
Section from owning securities of corporations listed on a national
securities exchange or regularly traded by national securities dealers
so long as such investment does not exceed one percent of the market
value of the outstanding securities of such corporation.
10. NOTICES. Any notices to be given hereunder by either party to the other
may be effected in writing either by personal delivery or by mail,
registered or certified, postage prepaid with return receipt requested.
Notices to Employer shall be given to Bancshares at its then current
principal office, c/o President and Chief Executive Officer. Notices to
Employee shall be sent to Employee's then current personal residence.
Notices delivered personally shall be deemed communicated as of actual
receipt; mailed notices shall be deemed communicated as of five (5)
calendar days after mailing.
11. ENTIRE AGREEMENT. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with
respect to the employment of Employee by Employer (including without
limitation the Prior Employment Agreement) and contains all of the
covenants, rights, obligations and agreements between the parties with
respect to such employment. Each party to this Agreement acknowledges
that no representations, inducements, promises or agreements, oral or
otherwise, have been made by any party, or anyone acting on behalf of
any party, which are not embodied herein, and that no other agreement,
statement or promise not contained in this Agreement shall be valid and
binding. Any modification of this Agreement will be effective only if
it is in writing signed by all parties to the Agreement.
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12. SEVERABILITY. In the event that any term or condition contained in this
Agreement shall, for any reason, be held by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any
other term or condition of this Agreement, but this Agreement shall be
construed as if such invalid or illegal or unenforceable term or
condition had never been contained herein.
13. CHOICE OF LAW AND FORUM. This Agreement shall be governed by and
construed in accordance with the laws of the State of California,
except to the extent preempted by the laws of the United States. Any
action or proceeding brought upon, or arising out of, this Agreement or
its termination shall be brought in a forum located within the County
of Orange, State of California, and Employee hereby agrees to be
subject to service of process in California.
14. WAIVER. The parties hereto shall not be deemed to have waived any of
their respective rights under this Agreement unless the waiver is in
writing and signed by such waiving party. No delay in exercising any
rights shall be a waiver nor shall a waiver on one occasion operate as
a waiver of such right on a future occasion.
15. INDEMNIFICATION. Employer shall indemnify Employee, to the maximum
extent permitted under the Certificate of Incorporation and bylaws of
Employer and governing laws and regulations, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by Employee in connection
with any threatened or pending action, suit or proceeding to which
Employee is made a party by reason of his position as an officer or
agent of Employer or by reason of his service at the request of
Employer, if Employee acted in good faith in the course and scope of
his employment and in a manner believed to be in or not opposed to the
best interests of Employer. If available at rates determined by
Employer, in its sole discretion, to be reasonable, Employer shall
endeavor to apply for and obtain directors' and officers' liability
insurance to indemnify and insure Employer and Employee from such
liability or loss.
Notwithstanding the foregoing, in any administrative proceeding or
civil action initiated by any federal or state banking agency, Employer
may only reimburse, indemnify or hold harmless Employee if Employer is
in compliance with any applicable statute, rule, regulation or policy
of the Board of Governors of the Federal Reserve System or any other
state or federal bank regulatory agency which then has jurisdiction
over Employer regarding permissible indemnification payments.
16. ASSIGNMENT. Neither this Agreement nor any of the rights or benefits
hereunder shall be subject to execution, attachment or similar process,
nor may this Agreement or any rights or benefits hereunder be assigned,
transferred, pledged or hypothecated without the written consent of
both parties hereto, except as provided in Sections 4(d) and 5(d)
hereof.
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17. CAPTIONS AND PARAGRAPH HEADINGS. Captions and paragraph headings used
herein are for convenience and ready reference only and are not a part
of this Agreement and shall not be used in the construction or
interpretation thereof.
18. ARBITRATION. In the event any dispute should arise between the parties
hereto concerning the interpretation of any term of this Agreement, or
the performance of any obligation hereunder, such dispute shall be
resolved exclusively (except as provided by the provisions of this
Paragraph) by referral to arbitration under the National Rules for the
Resolution of Employment Disputes of the American Arbitration
Association (the "AAA"). The arbitration shall be held in Los Angeles,
California or at such other location as the parties agree. In any such
dispute, Employee shall be obligated to pay to the AAA only his own
filing fees. All other AAA fees, including arbitrators' fees, shall be
borne by Employer. Notwithstanding the arbitration provisions hereof,
any party hereto shall have the right to seek injunctive relief from
any court of competent jurisdiction for any breach of this Agreement
for which injunctive relief is an appropriate remedy.
19. WITHHOLDING. Any payments provided for hereunder shall be paid net of
any applicable withholding required under federal, state or local law
and any additional withholding to which you have agreed.
20. TERMINATION OF PRIOR EMPLOYMENT AGREEMENT. Employer and Employee agree
that the Prior Employment Agreement is hereby canceled, terminated,
rescinded and superceded, that Employee has received all amounts due
and owing under the Prior Employment Agreement and Employer has no
obligations thereunder, and Employee hereby releases Employer from any
and all claims, debts or obligations under the Prior Employment
Agreement.
EXECUTED as of the 1st day of November, 2000.
EMPLOYER: EMPLOYEE:
CALIFORNIA COMMUNITY BANCSHARES, INC.
/s/ Ronald W. Bachli /s/ David E. Hooston
----------------------------------- ------------------------------
By: Ronald W. Bachli, David E. Hooston
President and Chief Executive
Officer
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EXHIBIT A
RELEASE AGREEMENT
This Release Agreement ("Release") was given to me, David E. Hooston
("Employee"), this _____day of _________ , _______, by CALIFORNIA COMMUNITY
BANCSHARES, INC. ("Bancshares") (the "Employer"). At such time as this
Release becomes effective and enforceable (i.e., the revocation period
discussed below has expired), and assuming such Employee is otherwise
eligible for payments under the terms of that certain Employment Agreement
between Employee and Employer dated November 1, 2000 (the "Agreement"),
Employer agrees to pay Employee pursuant to the terms of the Agreement (i) an
amount equal to $ ________ (minus customary payroll deductions and any
outstanding obligations owed by the Employee to Employer); (ii) to provide
any Vested Benefits and COBRA Rights, as these terms are defined in the
Agreement; and (iii) any and all stock options previously granted to Employee
under any stock option plan of Employer or any affiliate of Employer and held
by Employee at the date of termination shall become fully vested and shall be
exercisable for a period of two (2) years after the date of termination.
In consideration of the receipt of the promise to pay such amount
and provide such benefits and the acceleration of vesting and extension of
exercisability of such stock options, Employee hereby agrees, for himself or
his heirs, executors, administrators, successors and assigns (hereinafter
referred to as the "Releasors"), to fully release and discharge Employer and
its officers, directors, employees, agents, insurers, underwriters,
subsidiaries, parents, affiliates, successors and assigns (hereinafter
referred to as the "Releasees") from any and all actions, causes of action,
claims, obligations, costs, losses, liabilities, damages and demands under
any federal, state or local law or laws, or common law, whether or not known,
suspected or claimed, which the Releasors have, or hereafter may have,
against the Releasees arising out of or in any way related to Employee's
employment or termination of employment with Employer.
It is understood and agreed that this Release extends to all such
claims and/or potential claims, and that Employee, on behalf of the
Releasors, hereby expressly waives all rights with respect to all such claims
under California Civil Code Section 1542, which provides as follows:
A general release does not extend to claims which the
creditor does not know or suspect to exist in his or her
favor at the time of executing the release, which if known
by him or her must have materially affected his or her
settlement with the debtor.
It is further understood and AGREED that this Release includes
claims and rights Employee might have under the Age Discrimination in
Employment Act ("ADEA"). The Employee's waiver of rights under the ADEA does
not extend to claims or rights that might arise after the date this Release
is executed. The monies to be paid to the Employee in this Release are in
addition to any sums to which he would be entitled without signing this
Release. For a period of seven (7) days following execution of this Release,
Employee may revoke the terms of this Release by a written document received
by Bancshares on or before the end of the seven (7) day period. The Release
will not be final until said revocation period has expired. No payments will
be made under the Agreement if the Employee revokes this Release.
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Employee executes this Release without reliance on any
representation by any Releasee. Employee acknowledges that he has read and
does understand the provisions of the Release set forth in the preceding
paragraph, that he has had an opportunity to consult with an attorney prior
to executing this Release, that he has had the right to consider entering
into this Release for a full twenty-one (21) days from receipt of this
Release, and that in executing this Release after less than a full twenty-one
(21) days of consideration, he is voluntarily and forever waiving his right
to consider it for twenty-one (21) days prior to executing it, that he
affixes his signature hereto voluntarily and without coercion, and that no
promise or inducement has been made other than those set out in this Release.
This document does not constitute, and shall not be admissible as evidence
of, an admission by any Releasee as to any fact or matter.
In case any part of this Release is later deemed to be invalid,
illegal or otherwise unenforceable, Employee agrees that the legality and
enforceability of the remaining provisions of this Release will not be
affected in any way.
Dated: ________ , __________ __________________________________
David E. Hooston
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