Fill and Sign the Termination of Employment Contract with Release of All Claims 497333118 Form

Termination of Employment Contract with Release of all Claims This Termination of Employment Agreement and General Release of All Claims (this Agreement) is made on the       day of       , 20       , between       of       , (Name of Employee) (Street Address, City, County, State, Zip Code) referred to herein as Employee, and       , a corporation (Name of Employer) organized and existing under the laws of the state of       , with its (Name of State) principal office located at       , referred to herein as the (Street Address, City, County, State, Zip Code) Company . Whereas, Employee was employed by the Company pursuant to an employment agreement dated       (the Employment Agreement ). (Date) Whereas, Employee and Company have agreed to resolve any and all disputes regarding the Employee's employment , the Employment Agreement , his performance as a       (title or duties) and his separation from the Company. Now, therefore , for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows: 1. Termination of Employment. Company and Employee agree that the Employee's employment with the Company will end on       . The parties further agree that the (Date) Employment Agreement will terminate on       , except as otherwise provided below (Date) in this Agreement. 2. Severance Payment. In consideration for the Employee's promises contained in this Agreement, the Company agrees as follows: A. Beginning on       , and continuing through       , the (Date) (Date) Company shall pay Employee, pursuant to the terms and conditions described below in this Agreement, an amount equal to the annual rate of compensation provided in Section       of the Employment Agreement, on a pro-rated basis, less any withholdings (Number) and deductions as are, or may be, required by law. The Company shall pay the compensation in installments in accordance with the Company's normal payroll practices, Termination of Employment Contract Page 1 of 4 with the first installment due on the date of the Company's first regularly scheduled payroll after       . (Date) B. Employee acknowledges and agrees that this Agreement states all amounts to which he is entitled by virtue of his Employment Agreement and his employment by the Company, and that the amount listed above in this Section is being paid to resolve all disputes between the parties, and that he is not entitled to any other funds from the Company, except as provided in this Section. 3. Employment Agreement Provisions. The Employee's obligations under Section 5 (Mutual Promises and Covenants) and Section 6 (Confidentiality) of the Employment Agreement shall survive the termination of the Employment Agreement. 4. Employee’s Releases and Promises. As consideration for the Company's promises as contained in this Agreement, the Employee agrees as follows: A. Employee, on behalf of himself and all of his heirs, assigns, legal representatives, successors-in-interest, or any person claiming through him agrees to release and discharge any claim, charge, complaint, demand, dispute, or liability of any kind that relates to or involves his employment by the Company, the Employment Agreement , the termination of the Employment Agreement and/or his separation from the Company, except those claims that may arise from any breach of this Agreement , which he has had or now has against the Company or against any other business that is related to the Company, including, but not limited to all of its parent, subsidiary, and affiliated companies (" Related Entities ") or against any current or former employee , officer, director, agent, shareholder, attorney, accountant, partner, insurer, advisor, partnership, assign, successor-in-interest, joint venturer, and/or affiliated person of the Company or of any of the Related Entities (" Related Persons "). The claims being released by the Employee include, but are not limited to, any and all claims for pay, benefits, damages, fees and costs, or any other relief that may be or could have been asserted in any legal or administrative proceeding under federal law, including, but not limited to, the Age Discrimination in Employment Act of 1967 , as amended, 29 U.S.C.A. §§ 621 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.A. §§ 2000 et seq., 42 U.S.C.A. § 1981 , the Americans With Disabilities Act, as amended, 42 U.S.C.A. App. §§ 12101 et seq., the Family and Medical Leave Act , 29 U.S.C.A. §§ 2611 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C.A. App. §§ 1.001 et seq.; or under any state or local statute or regulation, Act or law similar to the federal laws; or any claim for tortious conduct, including, but not limited to, defamation or slander, infliction of emotional distress, negligence, interference with contract, or for breach of contract or equitable relief. In short, the Employee knowingly and voluntarily releases any and all claims he has had or may have against the Company, the Related Entities and the Related Persons. B. The Employee further acknowledges that he is aware of and has had the opportunity to consult with an attorney and become aware of his rights under the laws Termination of Employment Contract Page 2 of 4 specifically and generally described above in this Section, and that he is permanently waiving those legal rights to the fullest extent that waiver is allowed by law. 5. Mutual Promises and Covenants. The Employee also agrees that he will not engage in any conduct or make any statements which are critical of the Company, the Related Entities, or any of the Related Persons regarding, relating to or in connection with his employment , Employment Agreement , the termination of the Employment Agreement , and the Employee's separation from the Company; that he will not disclose any information, knowledge, or data about the Company or any of the Related Entities which has been designated and/or treated as confidential; that he will not claim as his own, make use of or take with him any intellectual property, including without limitation trade secrets, trademarks, trade names, and/or copyrighted material that he developed while employed by the Company; and that he will surrender or has surrendered to the Company on his last day in the office all letters, papers, documents, instruments, records, books, products, keys, charge cards, identification cards, computer and telephone passwords, and any other material owned by the Company or used by him in the performance of his duties. The Company agrees that it will not engage in any conduct or make any statements which are critical of the Employee regarding his employment , the Employment Agreement , the termination of his Employment Agreement , or his separation from the Company. The Employee acknowledges that he has no right to return to his employment with the Company or the Related Entities. The Employee further acknowledges that he understands that this provision may not be waived, except in writing signed by an authorized personnel executive. 6. Confidentiality. Employee further agrees not to disclose or publicly comment upon the terms, provisions of or information regarding this Agreement and the events that led up to the termination of the Employment Agreement; provided, however, that the Employee: (i) may disclose the terms to his family, legal counsel, financial advisors, and/or agents or representatives, as long as the family members, legal counsel, financial advisors, agents, or representatives agree to be bound by this confidentiality obligation; and (ii) may disclose any terms as are necessary to fulfill any obligations under this Agreement and to comply with the requirements of any law or legal process. 7. Denial of Violations. Employee acknowledges and agrees that the making of these promises by the Company in this Agreement does not mean that the Company or any of its Related Entities or Related Persons has violated any federal or state law or regulation, or violated any contractual or other obligation it may have to the Employee, and that any such violation is denied. Rather, the Company is making these promises solely in exchange for the Employee's promises to the Company, as contained in this Agreement. 8. Remedies in case of Default by Employee. Employee further acknowledges that if he fails to keep any of his promises to the Company, the Company may take whatever legal action it chooses to enforce those promises and/or to recover from the Employee the amount of any damage the Company, its Related Entities or its Related Persons suffer because of his failure to keep those promises. The prevailing party in such an action shall be entitled to attorney's fees and costs from the other party. 9. No Waiver. The failure of either party to this Agreement to insist upon the performance Termination of Employment Contract Page 3 of 4 of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 10. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) 11. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 12. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 13. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 14. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 15. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated.       (Name of Employer) By: By: (Signature of Employee) (Signature of Officer)             (P rinted Name of Employee) (P rinted Name & Office in Corporation) Termination of Employment Contract Page 4 of 4