In consideration of the fact that I, [specify Name of Employee] ("The Employee"), have voluntarily and of my own free will, elected to accept a bonus payment ("Release Bonus") in the amount of [specify $], separation pay in the amount of [specify $], and that [specify name of Company], or its subsidiaries and affiliates (hereinafter "the Company") has agreed to pay me the above amounts, I acknowledge and agree to the following:

1.  I understand that as of [specify date] my employment with the Company will cease.

2.  I have been advised by the Company that I am being separated from the payroll pursuant to the terms of the Company's Reduction-in-Force Management Plan and that I am entitled to a severance payment in accordance with the following schedule:

The Release Bonus is 33.3% of the Severance Pay.

3.  I understand that the Release Bonus is being paid as consideration for my signing this Separation Agreement and Release and that these are benefits to which I would not have been entitled had I not signed this Separation Agreement and Release.

4.  I also understand that, pursuant to the Older Workers Benefit Protection Act of 1990, I have the right to consult with an attorney before signing this Separation Agreement and Release, I have 45 days to consider the Release before signing it, and I may revoke the Release within 7 calendar days after signing it.

5.  I realize that there are various State and Federal laws that govern my employment relationship with the Company and/or prohibit employment discrimination on the basis of age, color, race, gender, sexual preference/orientation, marital status, national origin, mental or physical disability, religious affiliation or veteran status and that these laws are enforced through the courts and agencies such as the Equal Employment Opportunity Commission, Department of Labor and State Human Rights Agencies.  Such laws include, but are not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, as amended, the Employee Retirement Income Security Act, 29 U.S.C. 1001, et seq., 42 U.S.C. Section 1981, etc.  In consideration of the Release Bonus provided for in this Agreement, I intend to give up any rights I may have under these or any other laws with respect to my employment and termination of employment at the Company and acknowledge that the Company has not discriminated against me, breached any express or implied contract with me, or otherwise acted unlawfully toward me.

6.  Subject to paragraph 7 herein, on behalf of myself, my heirs, executors, administrators, successors, and assigns, I release and discharge the Company, its successors, assigns, subsidiaries, affiliates, directors, officers, representatives, agents and employees ("Releasees") from any and all claims, including claims for attorney's fees and costs, charges, actions and causes of action with respect to, or arising out of, my employment or termination of employment with the Company.  This includes, but is not limited to, claims arising under federal, state, or local laws prohibiting age, color, race, gender, sexual preference/orientation, marital status, national origin, mental or physical disability, religious affiliation or veteran status or any other forms of discrimination or claims growing out of the Company's termination of its employees.  With respect to any charges that have been or may be filed concerning events or actions relating to my employment or the termination of my employment and which occurred on or before the date of this Agreement, I additionally waive and release any right I may have to recover in any lawsuit or proceeding brought by me, an administrative agency, or any other person on my behalf or which includes me in any class.  If I breach this paragraph, I understand that I will be liable for all expenses, including costs and reasonable attorney's fees, incurred by any Releasee in defending the lawsuit or charge of discrimination, regardless of the outcome.  I agree to pay such expenses within Thirty (30) calendar days of written demand.  This paragraph is not intended to limit me from instituting legal action for the sole purpose of enforcing this Agreement.

7.  I understand that this Separation Agreement and Release in no way affects any rights I may have for benefits under the Company's Pension Plan or any other applicable benefit plan.

8.  In accordance with my existing and continuing obligations to the Company, I have returned or will immediately return to the Company, or before my termination date, all Company property, including, but not limited to, files, records, computer access codes, computer programs, instruction manuals, business plans, and other property which I prepared or helped to prepare in connection with my employment with the Company.

9.  I affirm my obligation to keep all proprietary Company information confidential and not to disclose it to any third party in the future.  I understand that the term "proprietary Company information" includes, but is not necessarily limited to, technical, marketing, business, financial or other information which constitutes trade secret information or information not available to competitors of the Company, the use or disclosure of which might reasonable be construed to be contrary to the interest of the Company or its subsidiaries or affiliates.

10.  The construction, interpretation and performance of this Agreement shall be governed by the laws of the state in which I am working of the date of my separation from the Company's payroll.

11.  In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable in any respect under the law of any state or of the United States of America, such unenforceability shall not affect any other provisions of this Release, but, with respect only to that jurisdiction holding the provision to be unenforceable, this Release shall then be construed as if such unenforceable provision or provisions had never been contained herein.

12.  This Separation Agreement and General Release contains the entire agreement between the Company and me and fully supersedes any and all prior agreements or understandings pertaining to the subject matter hereof.  I represent and acknowledge that in executing this Separation Agreement and Release I have not relied upon any representation or statement not set forth herein made by any of the Releasees or by any of the Releasee's agents, representatives, or attorneys with regard to the subject matter of this Agreement.

BY SIGNING THIS SEPARATION AGREEMENT AND RELEASE, I STATE THAT:  I HAVE READ IT; I UNDERSTAND IT AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I AGREE WITH EVERYTHING IN IT; I AM AWARE OF MY RIGHT TO CONSULT AN ATTORNEY BEFORE SIGNING IT; AND I HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY.