EXHIBIT 99.2
SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT AND RELEASE (the "Agreement") is made as of
this 7th day of September, 2004, by and between CHAAS Holdings, LLC (the
"Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Executive has been employed by the Company and its
subsidiaries pursuant to the terms and conditions of an employment agreement
between the Executive and the Company, dated April 15, 2003 (the "Employment
Agreement"); and
WHEREAS, the parties desire to set forth their respective rights and
obligations with respect to the Executive's continued employment with the
Company and its subsidiaries and separation from the Company and its
subsidiaries.
NOW, THEREFORE, in consideration of the covenants and conditions set
forth herein, the parties, intending to be legally bound, agree as follows:
1. EMPLOYMENT STATUS.
(a) The Executive's employment shall duly and effectively terminate
on December 31, 2004 or such earlier date as determined in the sole discretion
of Advanced Accessory Acquisitions, LLC, but in no event prior to 21 days after
this Agreement is first given to the Executive (the "Separation Date"). During
the Term, the Executive agrees to provide services to the Company and its
subsidiaries in accordance with the terms of paragraph 1 of the Employment
Agreement. During the Term, the Executive further agrees to cooperate with the
Company and its subsidiaries to transition his duties to his successor.
Effective as of the Separation Date, the Executive's services to the Company and
its subsidiaries shall terminate.
(b) The Executive agrees to take all actions necessary to effectuate
his resignation from all positions that he holds with the Company and its
subsidiaries, the Board of Managers of the Company or board of managers or board
of directors of any subsidiary of the Company or any other board or governing
body to which he has been appointed or nominated by or on behalf of the Company
or any of its subsidiaries effective on or before the Separation Date; PROVIDED
that the Executive shall, at the request of the Company, retain his position as
a member of the Board of Managers of the Company, subject to the right of the
Company to remove the Executive from the Board, with or without cause at any
time, and the right of the Executive to resign from the Board at any time.
2. CONSIDERATION FOR THE AGREEMENT. In consideration of the obligations
of the Executive herein:
(a) The Company will continue to employ the Executive from the
Effective Date (as defined in paragraph 8(b)) until the Separation Date (the
"Term").
(b) During the Term, the Executive shall be entitled to compensation
pursuant to the terms and conditions set forth in paragraphs 3.1, 3.3, 3.4, 3.5,
3.6 and 3.7 of the Employment Agreement; provided that the Executive's base
salary during the Term shall be $265,000.
(c) The Executive's right to indemnification as an officer or
director (or other comparable position) of the Company and its subsidiaries
pursuant to the constituent documents of the Company and its subsidiaries and
under applicable law shall continue to apply during the Term and thereafter
while potential liability exists after the Term in the same amount and to the
same extent, if any, as the Company covers its other officers and directors
under its constituent documents.
(d) No bonus shall be due for the 2004 calendar year, and except as
set forth in this Agreement (including Section 2(b)), the Executive hereby
acknowledges and agrees that he is not entitled to any other compensation,
bonus, severance, fees, equity, or any other payment or benefits of any kind or
description from the Company or any of its subsidiaries or continued employment
during the Term.
3. SEVERANCE AND THE SECOND GENERAL RELEASE. Provided that the
Executive has not been terminated by the Company or its subsidiaries for Cause
(as defined in the Employment Agreement) and has not resigned his employment for
any reason prior to the Separation Date (it being understood and agreed that the
Executive's execution of this Separation Agreement and any actions of the
Executive prior to his execution of this Separation Agreement shall not be
construed as a resignation by Executive), he shall be entitled to the following
benefits set forth in this paragraph 3 subject to the terms and conditions of
this paragraph 3:
(a) SEVERANCE PAYMENTS. For a period of nine (9) months following
the Separation Date, the Company agrees to pay or cause to be paid the
Executive's base salary at the annualized rate of $265,000, less applicable
withholdings for federal, state and local taxes in accordance with the regular
payroll practices of the Company and his monthly car allowance equal to $1,250;
provided that such payments shall not commence until after the Separation
Effective Date (as defined in paragraph 3(f) below).
(b) BENEFITS. The Executive's employee benefits shall cease on the
Separation Date. After such time, the Executive may elect to continue group
health coverage, subject to the terms of the plan, pursuant to the Consolidated
Omnibus Budget Reconciliation Act, as amended ("COBRA"). For the period
commencing on the Separation Date and ceasing on the earlier of (i) eighteen
(18) months from the Separation Date or (ii) the date the Executive obtains
comparable coverage at a new employer, the Company shall pay the cost of the
Executive's COBRA should the Employee elect COBRA to the extent the Company paid
the costs of Executive's group health coverage during the Term.
(c) STOCK BUYBACK. The Executive and the Company agree that on a
date designated by the Company to the Executive, which date shall be on or
before the Separation Effective Date, (i) the Executive shall sell and the
Company (or its designee) shall purchase for an aggregate purchase price of
$80,565.00 in cash, less any applicable withholding taxes required to be
withheld under applicable law, the 805.65 vesting common units (the "Vesting
Common Units") of the Company purchased by the Executive pursuant to that
certain Management Subscription Agreement, dated as of April 15, 2003, and (ii)
the Executive shall sell and the Company (or its designee) shall purchase for an
aggregate purchase price of $231,019.00 in cash, less any applicable withholding
taxes required to be withheld under applicable law, 2109.7985 of the vested
preferred units of the Company currently held by the Executive (the "Repurchased
Vested Preferred Units") and 200.3885 of the vested common units of the Company
currently held by the Executive (the "Repurchased Vested Common Units"). The
remaining equity interests of the Company currently held by the Executive,
consisting of 2109.7985 of vested preferred units of the Company (the "Retained
Preferred Units") and 200.3885 of vested common units of the Company (the
"Retained Common Units", and, together with the Retained Preferred Units, the
"Retained Units") shall remain subject to the terms and conditions of the Second
Amended and Restated Operating Agreement of the Company, as in effect from time
to time (including the voting trust contained therein as it relates to the
Retained Common Units) and the Rollover Securities Repurchase Agreement, dated
as of April 15, 2003, by and between the Company and the Executive (as in effect
from time to time). At the time of the purchase of the Vesting Common Units, the
Repurchased Vesting Preferred Units and the Repurchased Vested Common Units,
against payment of the purchase price therefore as described above, the
Executive shall deliver to the Company (or its designee) the certificates
(including voting trust certificates) representing the Vesting Common Units, the
Repurchased Vesting Preferred Units and the Repurchased Vested Common Units
accompanied by duly executed instruments of transfer conveying such securities
and shall represent to the Company (or its designee) in writing that such
securities are being transferred free and clear of all liens, encumbrances,
rights of first refusal or offer or any other claims of third parties (including
his spouse), other than rights granted under the Rollover Securities Repurchase
Agreement and the Vesting Unit Repurchase Agreement.
(d) ANNOUNCEMENT REGARDING DEPARTURE. Announcements to third parties
regarding the Executive's separation from the Company and its subsidiaries shall
be mutually agreed upon by the parties. Nothing in this paragraph shall prevent
the Company or any of its subsidiaries from making any disclosure regarding the
Executive's separation from the Company or any of its subsidiaries or the terms
of this Agreement to comply with applicable laws, rules or regulations.
(e) SECOND GENERAL RELEASE. The Executive agrees that, in
consideration of the benefits set forth in paragraphs 3(a) through 3(d) herein,
the Executive will execute the Second General Release Agreement in the form
annexed hereto, no sooner than the Separation Date and no later than five (5)
business days following the Separation Date. The Company shall have no
obligation to commence or continue the payments set forth in paragraphs 3(a)
through 3(d) herein until the Executive executes the Second General Release
Agreement, returns it to the Company, and the revocation period set forth
therein has expired without the Executive having revoked the Second General
Release Agreement.
(f) SEPARATION EFFECTIVE DATE. The Second General Release Agreement
will become effective on the eighth (8th) day following the Company's receipt of
the executed Second General Release Agreement (the "Separation Effective Date").
4. RELEASE. The Executive agrees, in consideration of the obligations
of the Company set forth in paragraph 2 herein, to which the Executive agrees he
is not otherwise entitled without executing the Agreement, to release and
discharge the Company, its parent companies, subsidiaries and affiliates,
including but not limited to Advanced Accessory Acquisitions, LLC, ▇▇▇▇▇▇
▇▇▇▇▇▇, Inc., and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners IV, L.P., and their present and former
affiliates, affiliated funds, members, members of their boards, partners,
directors, officers, shareholders, employees, agents, attorneys, successors and
assigns (together, the "Released Parties"), from any and all manner of actions
and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts,
agreements, judgments, charges, claims, and demands whatsoever which the
Executive, his heirs, executors, administrators and assigns has, or may
hereafter have against the Released Parties or any of them arising out of or by
reason of any cause, matter or thing whatsoever from the beginning of the world
to the date the Agreement is executed, including, without limitation, any and
all matters relating to the Executive's employment by the Company and the
termination thereof, his employee benefits, the Employment Agreement and all
matters arising under any federal, state or local statute, rule, regulation or
principle of contract law or common law, including, but not limited to, claims
arising under the Age Discrimination in Employment Act, 29 U.S.C. Section 621 ET
SEQ., Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e ET
SEQ., the Fair Labor Standards Act, 29 U.S.C. Section 201 ET SEQ., the Employee
Retirement Income Security Act of 1974, 29 U.S.C. Section 1001 ET SEQ., the
Reconstruction Era Civil Rights Act, 42 U.S.C. Section 1981 ET SEQ., the
Americans with Disabilities Act of 1993, 42 U.S.C. Section 12101 ET SEQ., the
Family and Medical Leave Act of 1993, 29 U.S.C. Section 2601 ET SEQ., the New
York State Human Rights Law, N.Y. Exec. Law Section 290 ET SEQ., the New York
State Labor Law, N.Y. Labor Law Section 1 ET SEQ., the New York City Human
Rights Law, N.Y.C. Admin. Code Section 8-107 ET SEQ., the Michigan Civil Rights
Act, Mich. Comp. Laws Section 37.2101 ET SEQ., the Michigan Persons with
Disabilities Civil Rights Act, Mich. Comp. Laws Section 37.1101 ET SEQ., and the
Michigan Minimum Wage Law, Mich. Comp. Law Section 408.381 ET SEQ., all AS
AMENDED. Notwithstanding the foregoing, the Executive does not waive any rights
(i) to enforce the terms of this Agreement, (ii) to indemnification pursuant to
the constituent documents of the Company or any of its subsidiaries or under
applicable law, (iii) to the Executive's vested benefits under any employee
benefit plan, or (iv) to any rights of the Executive under the operating
agreement of the Company (as in effect from time to time) or otherwise as it
relates to the Retained Units.
5. COOPERATION. During the Term and thereafter, the Executive agrees to
make himself available to respond to reasonable requests by the Company or its
subsidiaries for information concerning matters (including but not limited to
litigation, general business issues, client relationships and any investigation
or inquiry by any regulatory body having jurisdiction over the Company or its
subsidiaries) involving facts or events relating to the Company or its
subsidiaries that may be within his knowledge. The Executive shall not receive
any further compensation for his cooperation with the Company or its
subsidiaries pursuant to this paragraph.
6. RESERVED.
7. RESTRICTIONS AND OBLIGATIONS OF THE EXECUTIVE.
(a) CONFIDENTIALITY. During the Term and at any time thereafter, the
Executive agrees to be bound by the terms and conditions of paragraph 5.1 of the
Employment Agreement. The Executive further agrees that he shall not, directly
or indirectly, disclose, discuss or disseminate any information regarding the
Company, any subsidiary of the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners IV, L.P. or any
of their respective affiliates or representatives to ▇▇ ▇▇▇▇▇▇ Partners or any
of its affiliates or representatives concerning any matter that is or may be the
subject of any dispute under the Securities Purchase Agreement, dated as of
April 15, 2003, pursuant to which the Company acquired the equity interests of
Advanced Accessory Systems, LLC, or any agreements related thereto or
transactions contemplated thereby, except as required by applicable law;
provided that Executive shall give the Company written notice of any attempt to
compel such disclosure under applicable law as soon as reasonably practicable
after the Executive becomes aware of such attempt.
(b) NON-SOLICITATION OR HIRE. During the Term and for two (2) years
thereafter, the Executive agrees to be bound by the terms and conditions of
paragraph 5.2 of the Employment Agreement.
(c) NON-COMPETITION. During the Term and for two (2) years
thereafter, the Executive agrees to be bound by the terms and conditions of
paragraph 5.3 of the Employment Agreement.
(d) REPUTATION. During the Term and thereafter, the Executive and
the Company agree to be bound by the terms and conditions of paragraph 5.4 of
the Employment Agreement.
(e) PROPERTY. During the Term and thereafter, the Executive agrees
to be bound by the terms and conditions of paragraph 5.5 of the Employment
Agreement.
(f) WORK PRODUCT. During the Term and thereafter, the Executive
agrees to be bound by the terms and conditions of paragraph 5.6 of the
Employment Agreement.
8. EFFECTIVE DATE.
(a) This Agreement is valid only if signed by the Executive and
received by the Company within twenty-two days (22) days of the date upon which
this Agreement is delivered to the Executive. The Executive acknowledges that
the Company has provided him the opportunity to review and consider this
Agreement for twenty-one (21) days from the date the Company provided the
Executive with a copy of this Agreement. If the Executive elects to sign this
Agreement before the expiration of the full twenty-one (21) day period, the
Executive acknowledges that the Executive will have chosen, of his own free will
without any duress, to waive his right to the full twenty-one (21) day period.
(b) The Executive may revoke this Agreement within seven (7) days
after the Executive executes this Agreement by sending a written notice of
revocation to Advanced Accessory Acquisitions, LLC, c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., ▇▇▇
▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, by any means that will assure delivery of the notice of revocation
within the seven-day revocation period. This Agreement becomes effective on the
eighth (8th) day after it is executed by both parties, unless it is revoked by
the Executive in accordance with this paragraph prior thereto (the "Effective
Date").
(c) The Company hereby advises the Executive to consult with an
attorney prior to signing this Agreement.
(d) The Executive represents and warrants that he fully understands
the terms of the Agreement and that he knowingly and voluntarily, of his own
free will without any duress, being fully informed, after due deliberation and
after sufficient time and opportunity to consult with the counsel of his choice,
accepts its terms and signs the same as his own free act. The Executive
understands that as a result of entering into the Agreement he will not have the
right to assert that the Company unlawfully terminated his employment or
violated any rights in connection with his employment. Except as set forth
herein, no promises or inducements for the Agreement have been made, and he is
entering into the Agreement without reliance upon any statement or
representation by any of the Released Parties or any other person, concerning
any fact material hereto.
9. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original but all of which shall constitute one and
the same instrument.
10. HEADINGS. The headings in this Agreement are included for
convenience of reference only and shall not affect the interpretation of this
Agreement.
11. GOVERNING LAW. The Agreement shall be governed by the law of the
State of New York, without giving effect to the principles of conflicts of law.
12. ENTIRE AGREEMENT. The Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof, and supersedes
any and all prior agreements or understandings between the parties arising out
of or relating to the Executive's employment and the cessation thereof, except
for the paragraphs of the Employment Agreement specifically referenced herein.
The Agreement may only be changed by written agreement executed by the parties.
PLEASE READ CAREFULLY BEFORE SIGNING. THIS DOCUMENT
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement as
of the day and year first above written.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
CHAAS HOLDINGS, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
STATE OF MICHIGAN )
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ss.:
COUNTY OF MAGOUB )
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On September 7, 2004 before me, the undersigned, personally appeared
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity without any duress, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument, and that such individual made such appearance before the
undersigned in the City of STERLING HEIGHTS, State of MI.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
NOTARY PUBLIC
GENERAL RELEASE AGREEMENT
THIS GENERAL RELEASE AGREEMENT (the "Agreement"), dated __________,
2004, is made by and between CHAAS Holdings, LLC (the "Company") and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ (the "Executive"). This Agreement is entered into for and in
consideration of the mutual covenants, agreements and promises set forth herein,
and for other good and valuable consideration, the sufficiency of which is
hereby acknowledged. The parties agree as follows:
1. RELEASES.
(a) In consideration of the obligations of the Company as set forth
in paragraphs 3(a) through 3(d) of the Separation Agreement between the
Executive and the Company, dated September 7, 2004 (the "Separation Agreement"),
the Executive agrees to release and discharge the Company, its parent companies,
subsidiaries and affiliates, including but not limited to Advanced Accessory
Acquisitions, LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners IV, L.P., and
their present and former affiliates, affiliated funds, members, members of their
boards, partners, directors, officers, shareholders, employees, agents,
attorneys, successors and assigns (together, the "Released Parties"), from any
and all manner of actions and causes of action, suits, debts, dues, accounts,
bonds, covenants, contracts, agreements, judgments, charges, claims, and demands
whatsoever which the Executive, his heirs, executors, administrators and assigns
has, or may hereafter have against the Released Parties or any of them arising
out of or by reason of any cause, matter or thing whatsoever from the beginning
of the world to the date the Agreement is executed, including, without
limitation, any and all matters relating to the Executive's employment by the
Company and the termination thereof, his employee benefits, the employment
agreement between the Executive and CHAAS Acquisitions, LLC, dated April 15,
2003 and all matters arising under any federal, state or local statute, rule,
regulation or principle of contract law or common law, including, but not
limited to, claims arising under the Age Discrimination in Employment Act, 29
U.S.C. Section 621 ET SEQ., Title VII of the Civil Rights Act of 1964, 42 U.S.C.
Section 2000e ET SEQ., the Fair Labor Standards Act, 29 U.S.C. Section 201 ET
SEQ., the Employee Retirement Income Security Act of 1974, 29 U.S.C. Section
1001 ET SEQ., the Reconstruction Era Civil Rights Act, 42 U.S.C. Section 1981 ET
SEQ., the Americans with Disabilities Act of 1993, 42 U.S.C. Section 12101 ET
SEQ., the Family and Medical Leave Act of 1993, 29 U.S.C. Section 2601 ET SEQ.,
the New York State Human Rights Law, N.Y. Exec. Law Section 290 ET SEQ., the New
York State Labor Law, N.Y. Labor Law Section 1 ET SEQ., the New York City Human
Rights Law, N.Y.C. Admin. Code Section 8-107 ET SEQ., the Michigan Civil Rights
Act, Mich. Comp. Laws Section 37.2101 ET SEQ., the Michigan Persons with
Disabilities Civil Rights Act, Mich. Comp. Laws Section 37.1101 ET SEQ., and the
Michigan Minimum Wage Law, Mich. Comp. Law Section 408.381 ET SEQ., all AS
AMENDED. Notwithstanding the foregoing, the Executive does not waive any rights
(i) to enforce the terms of the Separation Agreement, (ii) to indemnification
pursuant to the constituent documents of the Company or any of its subsidiaries
or under applicable law, (iii) to the Executive's vested benefits under any
employee benefit plan, or (iv) to any rights of the Executive under the
operating agreement of the Company (as in effect from time to time) or otherwise
as it relates to the Retained Units.
(b) In consideration of the obligations of the Executive set forth
in the Separation Agreement, and other good and valuable consideration to which
the Company would not be entitled in the absence of this Agreement, the Company
and each of its subsidiaries (collectively, the "CHAAS Parties") release the
Executive from any and all manner of actions and causes of action, suits, debts,
dues, accounts, bonds, covenants, contracts, agreements, judgments, charges,
claims, and demands whatsoever which the CHAAS Parties or any of them has
against the Executive arising out of or by reason of any cause, matter or thing
whatsoever from the beginning of time to the date this Agreement is executed,
but solely to the extent any of the foregoing (i) relate to the Executive's
employment by the CHAAS Parties and his service as an officer, director or
manager of any of the CHAAS Parties and (ii) relate to facts, allegations or
circumstances that are known by the members of the board of managers of the
Company (other than the Executive). Notwithstanding the foregoing, none of the
CHAAS Parties waives any rights (i) to enforce the terms of the Separation
Agreement, (ii) under the operating agreement of the Company (as in effect from
time to time) or otherwise as it relates to the Retained Units, (iii) to enforce
against the Executive any agreement or instrument entered into by or on behalf
of the Executive, in his capacity as a former holder of equity interests in
Advanced Accessory Systems, LLC ("AAS"), in connection with the sale of AAS to
the Company on April 15, 2003 and (iv) for claims for fraud, willful misconduct
or gross negligence on the part of the Executive.
2. Effective Date.
(a) This Agreement is valid only if signed by Executive no sooner
than the date on which Executive's employment duly and effectively terminated
(the "Separation Date") and no later than five (5) business days after the
Separation Date. The Executive acknowledges that the Company has provided him
the opportunity to review and consider this Agreement for twenty-one (21) days
from the date the Company provided the Executive with a copy of this Agreement.
(b) The Executive may revoke this Agreement within seven (7) days
after the Executive executes this Agreement by sending a written notice of
revocation to Advanced Accessory Acquisitions, LLC, c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., ▇▇▇
▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, by any means that will assure delivery of the notice of revocation
within the seven-day revocation period. This Agreement becomes effective on the
eighth (8th) day after it is executed by both parties, unless it is revoked by
the Executive in accordance with this paragraph prior thereto (the "Effective
Date").
(c) The Company hereby advises the Executive to consult with an
attorney prior to signing this Agreement.
(d) The Executive represents and warrants that he fully understands
the terms of the Agreement and that he knowingly and voluntarily, of his own
free will without any duress, being fully informed, after due deliberation and
after sufficient time and opportunity to consult with the counsel of his choice,
accepts its terms and signs the same as his own free act. The Executive
understands that as a result of entering into the Agreement he will not have the
right to assert that the Company or any of its subsidiaries unlawfully
terminated his employment or violated any rights in connection with his
employment. Except as set forth herein, no promises or inducements for the
Agreement have been made, and he is entering into the Agreement without reliance
upon any statement or representation by any of the Released Parties or any other
person, concerning any fact material hereto.
3. COMPANY PROPERTY. The Executive hereby confirms that he has returned
to the Company on or prior to the Separation Date, all originals and copies of
materials, records, files, memoranda, documents, computer related information or
equipment, or any other item relating to the business of the Company or any
affiliate, including, but not limited to, credit cards, security key cards,
telephone cards, car service cards, computer software or hardware, Company
identification cards, Company records and copies of records, correspondence or
books or manuals issued by the Company or any of its subsidiaries. The Executive
also warrants that he has no debts to the Company or any of its subsidiaries,
and none of the Company nor any of its subsidiaries is indebted to him, other
than under the terms of the Separation Agreement and for the reimbursement of
expenses incurred by the Executive prior to the Separation Date in the ordinary
course and consistent with policies of the Company and its subsidiaries.
4. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original but all of which shall constitute one and
the same instrument.
5. HEADINGS. The headings in this Agreement are included for
convenience of reference only and shall not affect the interpretation of this
Agreement.
6. GOVERNING LAW. The Agreement shall be governed by the law of the
State of New York, without giving effect to the principles of conflicts of law.
PLEASE READ CAREFULLY BEFORE SIGNING. THIS DOCUMENT
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement as
of the day and year first above written.
-------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
CHAAS HOLDINGS, LLC
By:
---------------------------
Name:
Title:
STATE OF )
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ss.:
COUNTY OF )
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On ______ __, 2004 before me, the undersigned, personally appeared
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity without any duress, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument, and that such individual made such appearance before the
undersigned in the City of ______________, State of ____________.
--------------------------------------------
NOTARY PUBLIC
