EXHIBIT 10.28
EXECUTIVE SEVERANCE AGREEMENT
This Executive Severance Agreement ("Agreement") is entered into by and
between _________________ ("Employee" or "You") and GAINSCO Service Corp. (the
"Company"), a wholly owned subsidiary of GAINSCO, INC. ("GAINSCO") (Employee and
the Company are sometimes referred to collectively as the "Parties"). The
purpose of the Agreement is to provide Employee with a severance benefit should
his employment end with GAINSCO or any of its direct and indirect subsidiaries
(collectively, the "GAINSCO Companies") prior to the Expiration Date (as
hereinafter defined) under the circumstances described below and to obtain a
release of claims that may have arisen during his employment.
1. This Agreement shall become effective and enforceable on the day that
it is executed (the "Effective Date") by each of the Parties and shall
continue in effect through June 30, 2004 (the "Expiration Date");
provided, however, that commencing on June 30, 2004 and each June 30
thereafter, the Expiration Date shall automatically be extended for one
additional year unless, not later than the September 30 immediately
preceding such June 30, the Company has given notice that it does not
wish to extend this Agreement and, provided, further, in no event shall
the term of this Agreement extend beyond the date Employee attains
sixty-five years of age. The Parties understand and agree that this
Agreement does not supercede any severance agreement or employment
agreement Employee may have with any of the GAINSCO Companies,
including the Change in Control Agreement between Employee and GAINSCO
dated October 5, 2001 (the "CIC Agreement").
2. Subject to the terms and during the term of this Agreement, the Company
will pay Employee, in one lump sum payment, less the usual deductions
for federal payroll taxes and benefits, a total payment equal to one
year's base salary at Employee's compensation rate as of the date that
Employee's employment with the Company ends, less any money any of the
GAINSCO Companies accrued for the benefit of Employee under the CIC
Agreement but not under any other severance agreement between any of
the GAINSCO Companies and Employee (the "Executive Severance Payment").
Employee shall be eligible to receive the Executive Severance Payment,
provided that:
a. Prior to the Expiration Date, Employee's employment has not
been terminated by death, disability or retirement; AND
b. Prior to the Expiration Date, Employee does not terminate his
employment with the Company without "Good Reason" as defined
in paragraph 3; AND
c. Prior to the Expiration Date, Employee has not been terminated
for "Cause" as defined in paragraph 4; AND
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d. Employee executes, and does not revoke, a Separation and
Release Agreement in the form attached hereto as Attachment 1
after the end of his employment with the Company.
If Employee is eligible, the Company shall mail, in accordance with the
procedures set forth in section 11 of this Agreement, the Executive
Severance Payment to Employee within fifteen business days of the
Employee's execution of the Separation and Release Agreement attached
hereto as Attachment 1, provided that the Separation and Release
Agreement has not been revoked.
3. For purposes of this Agreement, "Good Reason" shall mean the occurrence
of any of the following without your consent and the continuance
thereof for thirty (30) days after receipt by the Company of written
notice from you specifying the facts establishing the occurrence:
a. the assignment to you of a job title that is inconsistent with
that of an officer of any of the GAINSCO Companies;
b. a material reduction by the Company in your annual base salary
as in effect immediately prior to the execution of this
Agreement;
c. the relocation of the Company's principal executive offices to
a location outside of the Dallas/Fort Worth, Texas metroplex
coupled with the failure by the Company to reimburse you for
reasonable relocation expenses; or
d. the failure by the GAINSCO Companies to pay to you any portion
of your current compensation after the same shall have become
due and payable.
4. For purposes of this Agreement, termination by GAINSCO of your
employment for "Cause" shall mean termination upon:
a. the failure by you to perform your assigned duties with any
GAINSCO Company, other than any such failure resulting from
your incapacity due to physical or mental illness or any such
actual or anticipated failure after you have given notice to
the Company that you are entitled to terminate your employment
for Good Reason pursuant to paragraph 3;
b. your malfeasance, gross negligence or recklessness in the
performance of your duties or responsibilities;
c. the engaging by you in conduct which is either intentionally,
or demonstrably and materially, injurious to any GAINSCO
Company, monetarily or otherwise;
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d. failure by you to obey written directions of the Chief
Executive Officer of GAINSCO;
e. your conviction of a felony or a crime involving moral
turpitude;
f. you cease to be eligible to hold your position with any
GAINSCO Company as a result of any statute or rule, regulation
or interpretation of or by any regulatory agency or other
governmental or public authority; or
g. your fraud upon any GAINSCO Company.
5. Employee agrees to hold confidential and not to disclose to anyone any
confidential information gained in the course of Employee's employment
with any GAINSCO Company including, but not limited to, information
concerning the financial affairs, business plans, proprietary
statistics, pricing, and customer information of any GAINSCO Company.
Employee agrees to abide by and keep in force any confidentiality
provisions of any agreement between Employee and any of the GAINSCO
Companies. Employee further agrees to hold confidential, and not to
disclose to anyone, the contents of this Agreement, including its terms
and any monetary consideration provided herein, except as required by
lawful subpoena or for purposes of enforcing this Agreement or for tax
advice.
6. Employee agrees that presently his annualized base salary is
$________________________ (__________________________ THOUSAND DOLLARS
AND ________ CENTS).
7. For a period commencing upon the Effective Date and ending two years
after the termination of Employee's employment with the Company,
Employee agrees that he will not solicit any person who is an employee
or independent contractor of any GAINSCO Company or its successors to
terminate any relationship such person may have with any GAINSCO
Company or its successors. Employee hereby represents and warrants that
he has not entered into any agreement, understanding or arrangement
with any employee or independent contractor of any GAINSCO Company or
its successors pertaining either to any business in which Employee has
participated or plans to participate.
8. If deemed necessary by the Company, Employee agrees to render to the
Company his full and complete cooperation in any investigation,
proceeding, litigation or other legal proceeding. The Company agrees
that it will provide reasonable compensation to compensate Employee for
his time and expense associated with such cooperation. EMPLOYEE AND THE
COMPANY AGREE THAT ANY WRITTEN OR ORAL STATEMENT OR TESTIMONY GIVEN BY
EMPLOYEE SHALL BE TRUTHFUL.
9. Employee understands and agrees that if any provision of this Agreement
is held to be unenforceable, such provision shall be severed from the
other remaining provisions of this Agreement and it shall not affect
the validity or unenforceability of the remaining provisions.
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10. The laws of the State of Texas shall govern the validity of this
Agreement, the construction of its terms, and the interpretation of the
rights and duties of the parties hereto. The Parties agree that venue
for all disputes SHALL be in Tarrant County, Texas. The Parties further
agree and acknowledge that they are subject to personal jurisdiction in
Tarrant County, Texas.
11. All communications required or allowed under this Agreement to the
Company shall be in writing and shall be to:
PRESIDENT
GAINSCO SERVICE CORP.
000 XXXXXXXX XXXXXX
XXXX XXXXX, XXXXX 00000
All communications required or allowed under this Agreement to Employee
shall be in writing and shall be to Employee's last address on file
with the Company. Employee understands and agrees that if his address
changes, he shall be responsible for informing the Company of his new
address in writing within one week of the change of address. If
Employee fails to comply with this provision, he shall be deemed to
have received any communication sent to him by the Company or its
representatives at Employee's last address on file with the Company.
12. No waiver of any of the terms of this Agreement shall be valid unless
in writing and signed by all Parties to this Agreement. No waiver or
default of any term of this Agreement shall be deemed a waiver of any
subsequent breach or default of the same or similar nature. This
Agreement may not be changed except by writing signed by the Parties.
13. The parties agree that this Agreement may be executed in multiple
originals.
EXECUTED on the _____________ day of _____________, 2002.
--------------------------------------
(Name of Employee)
GAINSCO Service Corp.
By:
----------------------------------
Its:
---------------------------------
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ATTACHMENT 1 TO EXECUTIVE SEVERANCE AGREEMENT
SEPARATION AND RELEASE AGREEMENT BETWEEN
_____________________ AND GAINSCO SERVICE CORP.
This Separation and Release Agreement ("the Release Agreement") is made
and entered into by and between ____________________________ (hereafter
"Employee" or "You") and GAINSCO Service Corp (hereafter the "Company"). The
Company and Employee are sometimes referred to collectively as the "Parties".
WITNESSETH:
WHEREAS, Employee and the Company agree that Employee was separated
from his employment with the Company on __________________________; and
WHEREAS, Employee and the Company understand that this Release
Agreement does not effect a waiver or release of rights or claims that may arise
from events occurring after the Employee executes this Release Agreement; and
WHEREAS, Employee and the Company expressly agree and understand that
the consideration for Employee's waiver of rights or claims is the Executive
Severance Payment referred to in paragraph 2 of the Executive Severance
Agreement, of which this Release Agreement is attached as Attachment 1. The
Parties agree that the Executive Severance Payment is a sum of money exceeding
that to which Employee is otherwise entitled; and
WHEREAS, the Company desires to settle fully and finally any and all
differences that may Employee may have with it; and
NOW, THEREFORE, in consideration of the premises and mutual promises
herein contained, it is agreed as follows:
1. The Parties understand and agree that neither the making of this
Release Agreement nor the fulfillment of any condition or obligation of
this Release Agreement constitutes an admission of any liability or
wrongdoing on the part of the other or any Released Party. All
liability by either party to the other has been and is expressly
denied.
2. Employee Acknowledgments.
a. You have been advised by the Company to consult with the
attorney of Your choice prior to signing this Release
Agreement.
b. You have been given a period of at least twenty-one (21) days
within which to consider this Release Agreement.
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c. You would not be entitled to receive the Executive Severance
Payment described in paragraph 2 of the Executive Severance
Agreement being offered to You but for Your signing this
Release Agreement
d. You may revoke this Release Agreement within seven (7) days
after the date You sign it by providing written notice of the
revocation to the Company no later than the seventh day after
You sign it. The Company must receive written notice of
revocation no later than 5:00 p.m. on the seventh day after
you sign the Release Agreement. You may mail written notice of
revocation to:
PRESIDENT
GAINSCO SERVICE CORP.
000 XXXXXXXX XXXXXX
XXXX XXXXX, XXXXX 00000
Alternatively, You may fax the written notice of revocation to the
Company, Attention: President, at (000) 000-0000.
3. It is further expressly agreed by the Parties that this Release
Agreement shall become effective and enforceable on the tenth day after
it is executed (the "Release Agreement Effective Date") by each of the
parties if it is not revoked in accordance with paragraph 2(d) of the
Release Agreement.
4. Employee represents that he has carefully read and fully understands
all the provisions of this Release Agreement, that he is competent to
execute this Release Agreement, and that he is knowingly voluntarily
entering into this Release Agreement of his own free will and accord,
without reliance upon any statement or representation of any person or
parties released, or their representatives, concerning the nature and
extent of the damages or legal liability therefore.
5. Employee represents and acknowledges that in executing this Release
Agreement, he does not rely and has not relied upon any representation
or statement made by the Company or any of its agents, representatives
or attorneys with regard to the subject matter, basis or effect of this
Release Agreement or otherwise, other than the representations
contained in this Release Agreement.
6. After Employee executes this Release Agreement, the Company shall mail
the Executive Severance Payment to Employee within fifteen business
days provided that Employee is eligible to receive the Executive
Severance Payment under the terms of the Executive Severance Agreement.
7. As a material inducement to the Company to enter into this Release
Agreement, Employee does hereby agree to indemnify and save harmless
Company of and from all claims for any
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unpaid federal income taxes, state and federal payroll taxes,
applicable state and federal withholding tax obligations, penalties or
interest arising out of this Release Agreement.
8. Employee's health insurance and all other Company benefits will
terminate according to the terms of the plans. This provision is not,
however, intended to waive Employee's rights under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended. ("COBRA") The
Company will provide the COBRA notice under which Employee may exercise
his option in connection with continuation of coverage.
9. The Parties to this Release Agreement understand that to the extent
Employee may have vested rights pursuant to the Company's group health
insurance plans, group life insurance plans, and the 401(k) plan, such
rights are excluded from the scope of this Release Agreement and are
not terminated or released by it.
10. As a material inducement to the Company to enter into this Release
Agreement and subject to the terms of this paragraph, Employee hereby
irrevocably and unconditionally releases, acquits and forever
discharges the Company and each of the Company and its parent, owners,
stockholders, predecessors, successors, assigns, agents, directors,
officers, employees, representatives, attorneys, divisions,
subsidiaries, affiliates and all persons acting by, through, under or
in concert with any of them, (collectively "Releasees"), from any and
all charges, complaints, claims, liabilities, obligations, promises,
agreements, controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts and expenses (including
attorneys' fees and costs actually incurred), of any nature whatsoever,
known or unknown ("Claim" or "Claims") which Employee now has, owns,
holds, or which Employee at any time heretofore had, owned, or held
against each of the Releasees, including, but not limited to: (a) all
Claims under the AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, as
amended; (b) all Claims under Title VII of the Civil Rights Act of
1964, as amended; (c) all Claims under the Employee Retirement Income
Security Act of 1974, as amended; (d) all Claims arising under the
Americans With Disabilities Act of 1990, as amended; (e) all Claims
arising under the Family and Medical Leave Act of 1993, as amended; (f)
all Claims related to Employee's employment with the Company; (g) all
Claims of unlawful discrimination based on age, sex, race, religion,
national origin, handicap, disability, equal pay, sexual orientation or
otherwise; (h) all Claims of wrongful discharge, breach of an implied
or express employment contract, negligent or intentional infliction of
emotional distress, libel, defamation, breach of privacy, fraud, breach
of any implied covenant of good faith and fair dealing and any other
federal, state, or local common law or statutory claims, whether in
tort or in contract; (i) all Claims related to unpaid wages, salary,
overtime compensation, bonuses, severance pay, vacation pay or other
compensation or benefits arising out of Employee's employment with the
Company; and (j) all claims arising under any federal, state or local
regulation, law, code or statute.
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11. As a material inducement to the Company to enter into this Release
Agreement, Employee represents that he has filed no lawsuits against
the Company and, if he has filed any lawsuits against the Company, he
will notify the Company of such lawsuits and cause them to be dismissed
with prejudice.
12. It is understood and agreed that the release of liability described in
this Release Agreement is a material provision of this Release
Agreement. Accordingly, Employee covenants and promises not to xxx or
otherwise pursue legal action against the Company, other than for
breach of this Release Agreement, and further covenants and promises to
indemnify and defend the Company from any and all such claims, demands
and causes of action, including the payment of reasonable costs and
attorneys' fees relating to any claim, demand, or causes of action
brought by him. Employee agrees that should any legal action be pursued
on his behalf by any person or other entity against the Company
regarding the claims released in this Release Agreement, Employee will
not accept recovery from such action, but will assign such recovery to
the Company and agrees to indemnify the Company against such claims and
assessment of damages.
13. IT IS RECOGNIZED AND UNDERSTOOD BY THE PARTIES HERETO THAT THE
EMPLOYEES OF THE COMPANY ARE AN INTEGRAL PART OF THE COMPANY AND THAT
IT IS EXTREMELY IMPORTANT FOR THE COMPANY TO USE ITS MAXIMUM EFFORTS TO
PREVENT THE LOSS OF SUCH EMPLOYEES. IT IS THEREFORE UNDERSTOOD AND
AGREED BY THE PARTIES THAT, BECAUSE OF THE NATURE OF THE BUSINESS OF
THE COMPANY, IT IS NECESSARY TO AFFORD FAIR PROTECTION TO THE COMPANY
FROM THE LOSS OF ANY SUCH EMPLOYEES. CONSEQUENTLY, AS MATERIAL
INDUCEMENT TO THE COMPANY TO PAY EMPLOYEE THE EXECUTIVE SEVERANCE
PAYMENT, EMPLOYEE COVENANTS AND AGREES THAT FOR A PERIOD COMMENCING ON
THE EFFECTIVE DATE AND ENDING TWO (2) YEARS AFTER THE RELEASE AGREEMENT
EFFECTIVE DATE, EMPLOYEE SHALL NOT, DIRECTLY OR INDIRECTLY, HIRE OR
ENGAGE OR ATTEMPT TO HIRE OR ENGAGE ANY INDIVIDUAL WHO SHALL HAVE BEEN
AN EMPLOYEE, DIRECT SELLER, OR SUBCONTRACTOR OF THE COMPANY, ITS
PARENT, ITS AFFILIATES OR ITS SUBSIDIARIES AT ANY TIME DURING THE TWO
(2) YEAR PERIOD PRIOR TO THE EFFECTIVE DATE, WHETHER FOR OR ON BEHALF
OF EMPLOYEE OR FOR ANY ENTITY IN WHICH EMPLOYEE SHALL HAVE A DIRECT OR
INDIRECT INTEREST (OR ANY SUBSIDIARY OR AFFILIATE OF ANY SUCH ENTITY),
WHETHER AS A PROPRIETOR, PARTNER, CO-VENTURER, FINANCIER, INVESTOR,
STOCKHOLDER, DIRECTOR, OFFICER, EMPLOYER, EMPLOYEE, SERVANT, AGENT,
REPRESENTATIVE OR OTHERWISE. FURTHER, EMPLOYEE COVENANTS AND AGREES
THAT FOR A PERIOD COMMENCING ON THE EFFECTIVE DATE AND ENDING TWO (2)
YEARS AFTER THE RELEASE AGREEMENT EFFECTIVE DATE, EMPLOYEE SHALL NOT,
DIRECTLY OR INDIRECTLY, OR THROUGH ANY OTHER PERSON, FIRM, OR
CORPORATION, OR IN ANY CAPACITY AS DESCRIBED IN THIS PARAGRAPH ABOVE,
INDUCE, OR ATTEMPT TO INDUCE OR INFLUENCE ANY EMPLOYEE, DIRECT SELLER,
OR SUBCONTRACTOR OF THE COMPANY, ITS PARENT, ITS SUBSIDIARIES OR
AFFILIATES TO TERMINATE EMPLOYMENT OR RELATIONSHIP WITH THE COMPANY,
ITS PARENT, ITS SUBSIDIARIES OR AFFILIATES WHEN THE COMPANY OR ITS
PARENT, AFFILIATES OR SUBSIDIARIES DESIRES TO RETAIN THAT EMPLOYEE'S,
DIRECT SELLER'S OR SUBCONTRACTOR'S SERVICES. NOTHING
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IN THIS PARAGRAPH SHALL BE CONSTRUED TO PREVENT EMPLOYEE FROM WORKING
FOR A DIRECT COMPETITOR OF THE COMPANY.
15. Employee acknowledges and agrees that he had access to certain
confidential information, trade secrets and proprietary data of the
Company, its parent, its subsidiaries, its affiliates by virtue of
Employee's employment with the Company, and Employee's participation in
the Company's activities and business. As a further material inducement
to the Company to pay Employee the Executive Severance Payment,
Employee agrees to maintain the secrecy of all confidential information
(as hereinafter defined) and agrees not to disclose such confidential
information to any person(s), employer(s), partnership(s),
corporation(s) or other entity of any nature whatsoever, and agrees to
maintain such confidential information in the strictest confidence and
trust. "Confidential information" means, in whatever form (tangible or
intangible, including electronic data recorded or retrieved by any
means), any and all trade secrets, confidential knowledge, proprietary
data, and information owned by the Company and its parent, affiliates,
or subsidiaries, furnished by the Company and its parent, affiliates or
subsidiaries to Employee, or developed by the Company, its parent or
any affiliate, subsidiaries, agent, contractor, or employee of the
Company and which relates to the business or activities of the Company
including technical specifications, diagrams, flow charts, methods,
processes, procedures, discoveries, concepts, calculations, techniques,
formula, systems, production plans, designs, research and development
plans, marketing plans, business plans, business opportunities, cost
and pricing data, customer records and lists, general chemical,
engineering, manufacturing, financial and marketing know-how,
copyrightable works and applications for registrations thereof, pending
applications for letters patent of the United States and foreign
countries, and any such that are issued, granted or published, in
common law, state and federal rights relating to and under any
trademarks, trade names or service marks (and also including any of the
foregoing provided to Employee by or on behalf of the Company, its
parent, subsidiaries, or affiliates prior to the Effective Date), but
expressly excluding information which (1) was available to the public
prior to the time of disclosure to, or discovery of production by
Employee; (2) becomes available to the public through no act or
omission of Employee; or (3) becomes available to Employee through or
from a third party who is not under any obligation of confidentiality
to the Company. Employee hereby expressly acknowledges and agrees that
if Employee shall seek to disclose, divulge, reveal, report, publish,
transfer or use, for any purpose whatsoever, any Confidential
Information, Employee shall bear the burden of proving that any such
information has become publicly available such that the actions of
Employee do not constitute a breach of any obligation of Employee
hereunder. Employee may disclose confidential information if required
to disclose such information by law or court order, but before doing so
Employee must provide notice to the Company with regard to such
potential disclosure.
16. EMPLOYEE HAS CAREFULLY READ AND CONSIDERED THE PROVISIONS OF THIS
RELEASE AGREEMENT AND, HAVING DONE SO, AGREES THAT
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THE RESTRICTIONS SET FORTH HEREIN ARE REASONABLE AND ARE REASONABLY
REQUIRED FOR THE PROTECTION OF THE BUSINESS INTERESTS AND GOODWILL OF
THE COMPANY AND ITS BUSINESS, OFFICERS, DIRECTORS AND EMPLOYEES.
EMPLOYEE FURTHER AGREES THAT THE RESTRICTIONS SET FORTH IN THIS RELEASE
AGREEMENT ARE NOT TO IMPAIR EMPLOYEE'S ABILITY TO SECURE EMPLOYMENT
WITHIN THE FIELD OR FIELDS OF EMPLOYEE'S CHOICE, INCLUDING THOSE AREAS
IN WHICH EMPLOYEE IS, IS TO BE, OR HAS BEEN EMPLOYED BY THE COMPANY BUT
INSTEAD TO PROTECT THE CONFIDENTIALITY OF ITS CONFIDENTIAL INFORMATION
AND TRADE SECRETS AND LEGITIMATE BUSINESS INTERESTS.
17. Employee and the Company promise and agree that they will not damage,
or attempt to damage, the business reputation or goodwill of the other.
18. Employee agrees that in all future litigation involving the Company for
which the Company requests Employee's cooperation that he will fully
cooperate with the Company. In return for his cooperation, Company
agrees to pay Employee for all the reasonable costs incurred by
Employee due to his cooperation.
19. If Employee or the Company determine that the other has breached this
Release Agreement, the non-breaching party will notify the party in
breach of that fact in writing and the party in breach will be afforded
ten (10) days to cure the breach.
20. Employee acknowledges that by the date Employee executes this Release
Agreement, he will return to the Company any and all property of the
Company, such as (but not limited to) marketing plans and related
information, product development plans and related information, trade
secret information, pricing information, vendor information, financial
information, telephone lists, computer software and hardware, keys,
credit cards, vehicles, telephones, and office equipment.
21. Any action, claim, arbitration or other legal proceedings brought to
enforce the Release Agreement or otherwise concerning this Release
Agreement SHALL be brought in a court of competent jurisdiction in
Tarrant County, Texas. It is intended that the provisions of this
Release Agreement shall be enforced to the fullest extent permissible
under the laws and public policies of the state of Texas or any other
jurisdiction in which enforcement of this Release Agreement is sought
in the event that the choice of forum provision in this Release
Agreement is found invalid.
22. The provisions of this Release Agreement shall be construed in
accordance with the laws of the State of Texas without regard to its
conflicts of law principles. In the event any term or condition or
provision of this Release Agreement shall be determined to be invalid,
illegal or unenforceable by a court of competent jurisdiction, the
remaining terms, conditions and
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provisions of this Release Agreement shall remain in full force and
effect to the extent permitted by law.
23. No waiver of any of the terms of this Release Agreement shall be valid
unless in writing and signed by all Parties to this Release Agreement.
No waiver or default of any term of this Release Agreement shall be
deemed a waiver of any subsequent breach or default of the same or
similar nature. This Release Agreement may not be changed except by
writing signed by the Parties.
24. The paragraph numbering and ordering in this Release Agreement is
provided for convenience only and will not affect its construction or
interpretation. Unless otherwise expressly provided, the word
"including" does not limit the preceding or following words or terms.
25. This Release Agreement shall be binding upon Employee and upon
Employee's heirs, administrators, representatives, executors, trustees,
successors and assigns, and shall inure to the benefit of Releasees and
each of them, and to their heirs, administrators, representatives,
executors, trustees, successors, and assigns.
26. For the same aforesaid consideration, it is further expressly agreed
and understood that the Parties will promptly execute any and all
documents that are necessary and appropriate to effectuate the terms of
this Release Agreement.
27. For the same aforesaid consideration, it is expressly agreed and
understood that the contents of this Release Agreement, including its
terms, any monetary consideration paid therein, and the parties
thereto, shall not be disclosed, released or communicated to any person
(except their attorneys, spouses, and tax consultants), including
natural persons, corporations, partnerships, limited partnerships,
joint ventures, sole proprietorships or other business entities, except
for the purpose of enforcing this Release Agreement or any provision
therein or pursuant to a lawful subpoena. Each party agrees to give
reasonable notice to the other in the event disclosure of this Release
Agreement is sought by subpoena or otherwise.
28. The parties agree that the Release Agreement may be executed in
multiple originals.
EXECUTED on the _____________ day of _____________, 2002.
---------------------------------------------
GAINSCO, SERVICE CORP.
By:
------------------------------------------
Its:
-----------------------------------------
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