Termination Agreement - Micron Electronics Inc. and Robert F. Subia
TERMINATION AGREEMENT
This Termination Agreement is entered into effective
December 21, 1997, between Micron Electronics, Inc., a Minnesota
corporation (the "Company"), and Robert F. Subia (the "Officer")
(the Company and Officer are jointly referred to herein as the
"Parties").
RECITALS
WHEREAS, Officer has been employed as Chairman, Chief
Executive Officer, and President by Micron Custom Manufacturing
Services, Inc., an Idaho corporation and wholly-owned subsidiary
of the Company ("CMS");
WHEREAS, the Company and Officer previously have
entered into a Severance Agreement dated January 30, 1996 (the "
Severance Agreement");
WHEREAS, the Company has entered into a
Recapitalization Agreement dated as of December __, 1997 (the
"Recapitalization Agreement"), with CMS and Cornerstone Equity
Investors IV, L.P., a Delaware limited partnership ("Investor"),
pursuant to which CMS will undergo a Recapitalization (the
"Recapitalization"), as a result of which the Company will
dispose of 90% of its equity interest in CMS;
WHEREAS, the Parties recognize that it is in the best
interest of the Parties and CMS to provide for a smooth
transition when there is a change in management and ownership as
a result of the Recapitalization;
WHEREAS, from and after the Closing Date (as the term
"Closing Date" is defined in the Recapitalization Agreement,
which definition is incorporated herein by this reference), it is
anticipated by Investor and CMS that Officer will continue to be
employed by CMS; and
WHEREAS, the Parties desire to discontinue the
employment relationship between them (if any) on the terms and
subject to the conditions described in this Termination
Agreement;
WHEREAS, the Company desires to provide Officer with
benefits in consideration for his execution of this Termination
Agreement; and
WHEREAS, the Parties intend and acknowledge by this
Agreement to fully and finally resolve all disputes and
differences between them, including, but in no way limited to,
any differences that might arise out of Officer's employment
relationship with CMS prior to the Closing Date, or with the
Company (if any) at any time, and all ambiguities regarding the
rights and obligations of the Parties in these circumstances,
whether arising under Officer's employment, the Severance
Agreement, or otherwise.
NOW, THEREFORE, it is hereby agreed as follows:
1. Termination. Effective as of the Closing Date,
the following shall automatically occur without the necessity of
any further notice: (a) the Severance Agreement shall terminate
and be of no further force or effect; (b) Officer shall have no
right or entitlement to any employment with the Company; and (c)
Officer shall have no authority to act for or bind the Company in
any manner or capacity whatsoever, and Officer shall not
represent to any third party to the contrary.
2. Effect of Termination. Subject to the terms and
conditions of this Termination Agreement (including without
limitation the termination benefits described in paragraph 3),
any employment or severance agreement, and any other employment
arrangement or understanding, whether written or oral, between
Officer and the Company are terminated effective as of the
Closing Date, and, other than as expressly set forth in this
Termination Agreement, the Parties shall have no further
obligation to each other relating to Officer's employment.
3. Termination Benefits. As consideration for this
Termination Agreement, the Company agrees to pay to Officer
commencing upon the Closing Date a gross sum totaling One Million
Twenty Six Thousand Two Hundred Twenty Three and 05/100 Dollars
($1,026,223.05), less payroll deductions and withholdings.
4. Employee Benefits. Except as otherwise provided
in this Termination Agreement, the rights and benefits of Officer
under any Employee Benefit Plan (as the term "Employee Benefit
Plan" is defined in the Recapitalization Agreement, which
definition is incorporated herein by this reference) shall be
determined in accordance with the terms of the Recapitalization
Agreement, and the responsibility for any liabilities to Officer
for his participation under any Employee Benefit Plans shall be
governed by the Recapitalization Agreement.
5. Stock Options. The Parties agree that certain
stock options with the Company have heretofore been granted to
Officer, including, without limitation, unvested stock options
under the Company's 1995 Stock Option Plan or otherwise.
Notwithstanding the terms of any agreement, plan, policy or
document, Officer agrees that any and all of his unvested stock
options with the Company as of the date hereof shall be forfeited
as of the Closing Date, and Officer shall have no entitlement,
right, reimbursement, or payment with respect thereto.
6. Termination of All Other Benefits. Officer shall
not be entitled to any payment under any bonus or incentive
programs, including without limitation the Company's Executive
Bonus Plan or CMS's Executive Bonus Pool, or the Company's Pay
for Performance or Profit Sharing programs. All other
compensation, perquisites, and benefits heretofore provided by
the Company to Officer, if any, will immediately cease upon the
Closing Date. After the Closing Date, Officer shall have no
rights or entitlement to any benefits, except as otherwise
provided with respect to any Employee Benefit Plan as required to
be established under the Recapitalization Agreement or as
required by the federal Employee Retirement Income Security Act.
7. Releases. The obligations of the Company and
Officer pursuant to this Termination Agreement shall be
contingent upon the receipt by Officer from the Company, and by
the Company from the Officer, of original releases substantially
in the forms attached hereto as Exhibits "A" and "B,"
respectively, which shall be signed, delivered and effective as
of the Closing Date.
8. Acknowledgment of Extinguishment of Rights.
Officer represents and agrees that he fully understands his right
to discuss all aspects of this Termination Agreement with his
private attorney, that he has been advised of his right to do so
in connection with this Termination Agreement, that he has had
the opportunity to avail himself of such right, that he has
carefully read and fully understands all of the provisions of
this Termination Agreement, and he is entering into this
Termination Agreement voluntarily and of his own free will. By
executing this Termination Agreement, Officer acknowledges and
confirms that he has no rights or interest in or against the
Company other than those expressly set forth herein, and that by
executing this Termination Agreement, he intends to terminate all
relationships with the Company, except as stated herein.
9. Representation Regarding Claims. Officer hereby
warrants that as of the date hereof, he has not filed any charge,
complaint, claims or legal action in any court, before any
administrative agency, or in or before any other forum, naming
the Company, or related entities, affiliates, officers, directors
or employees as a party. Officer further covenants and agrees
that he will not file or assist in the filing of any such
charges, complaints, claims, or legal action against the Company,
except to the extent necessary to enforce this Termination
Agreement.
10. Confidentiality. The terms and conditions of this
Termination Agreement shall be confidential. Neither of the
Parties shall disclose nor permit the disclosure of the terms and
conditions of this Agreement to any third party, except that the
Parties may disclose the terms and conditions of this Agreement
to their respective attorneys, directors, officers (including
officers of either CMS or the Company), tax advisors, or
accountants, or to the Investor or its representatives, or as
shall be required pursuant to statute, regulation or court order.
11. Non-Disclosure. Officer covenants and agrees that
he has delivered to the Company (and will not keep in his
possession, or recreate or deliver to any third party) any and
all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches,
materials, equipment, or other documents or property or
reproductions of any aforementioned items relating to the
Company. Further, Officer agrees forever not to disclose or use
any information relating to the Company, its customers, business
associates, affiliates, and parties, which is not generally known
or readily available to the public, unless Officer obtains the
Company's written consent, or the Officer is required to disclose
such information pursuant to a court order or subpoena of which
the Company has been given prior notice.
12. Agreement Not to Compete or Solicit. During the
period of Officer's employment after the Closing Date with CMS or
its Affiliates (as the term "Affiliate" is defined in the
Recapitalization Agreement, which definition is incorporated
herein by this reference) Officer shall be bound by the
noncompetition and nonsolicitation provisions of Section 4.10
and 4.12 of the Recapitalization Agreement. In the event
Officer's employment with CMS or its Affiliates is terminated for
any reason, whether voluntary or involuntary, Officer shall be
bound by the terms and conditions of this Termination Agreement
with respect to this agreement not to compete or solicit. In
consideration thereof and the termination benefits specified in
Paragraph 3 above, and the other terms, conditions, releases, and
obligations of this Agreement, Officer agrees as follows:
(a) Acknowledgment. Officer recognizes and
acknowledges that it is essential for the proper protection of
the Company and its business interests that Officer be restrained
(a) from competing against the Company for a reasonable period
following the termination of Officer's employment with the
Company and following the Closing Date; (b) from soliciting or
inducing any officer or employee of the Company to leave the
employ of the Company; (c) from attempting to hire any officer or
employee of the Company (other than through advertisements or
general solicitations); and (d) from soliciting the trade of or
trading with the customers and suppliers of the Company for any
business purpose. Officer further recognizes and acknowledges
that the Company's business interests that require and justify
protection include, without limitation, trade secrets,
confidential information, proprietary information, customer or
supplier information and lists, accounts, knowledge and skill
acquired with the Company, customer or supplier relations, and
avoiding unfair competition. The "Period of Restriction" with
respect to this Termination Agreement shall be the period from
the date hereof through the second anniversary of the Closing
Date.
(b) Covenant Not to Compete. Officer shall not at
anytime during the Period of Restriction engage in competition
with the Company, render advice or service to any entity In
Competition With the Company, or engage in any other employment,
occupation, consulting or other business activity directly
related to the business in which the Company is now involved or
becomes involved during the Period of Restriction. The phrase
"In Competition With the Company" as used herein shall be deemed
to include competition with the Company or its respective
successors or assigns, or the businesses of any of them. A
person, firm, business, or other entity is "In Competition With
the Company" if it is engaged in the design, development,
manufacture, processing, marketing, or sale of personal
computers, servers, semiconductor memory products, personal
computer peripheral equipment, or any other activities (including
the conducting of business) of the Company's advanced engineering
group consistent with the activities conducted as of the date
hereof. Notwithstanding the foregoing, the term In Competition
With the Company shall not include the Business (as the term
"Business" is defined in the Recapitalization Agreement, which
definition is incorporated herein by this reference), and Officer
shall not be prohibited from conducting such Business in
connection with his employment by CMS or its Affiliates.
(c) Covenant of Non-Solicitation of Employees.
During the Period of Restriction, Officer shall not encourage,
induce, attempt to induce, solicit or attempt to solicit any
employee of the Company, or any of its parent, subsidiary or
affiliate entities or businesses, whether directly or indirectly,
personally or through others, nor shall Officer solicit for
employment (other than through advertisements or general
solicitations), or advise or recommend to any other person, firm,
business or entity that they employ or solicit for employment,
any employee of the Company, or any of its parent, subsidiary, or
affiliate entities or businesses; provided, however, that this
provision shall not preclude Officer from acting in accordance
with the terms of the Recapitalization Agreement during the term
of his future employment with CMS or its Affiliates, after the
Closing Date, nor preclude Officer from giving an employment
reference at the request of an employee or former employee of the
Company, or at the request of a prospective employer of such
former employee.
(d) Covenant of Non-Interference, Non-
Solicitation, and Non-Diversion of Business. During the Period
of Restriction, Officer shall not, directly or indirectly,
personally or through others, contact, solicit, advise,
encourage, induce, or consult any client, account, or customer of
the Company for the purpose or with the effect of causing such
client, account or customer to purchase, license or otherwise
obtain products or services from a person, firm, business or
entity "In Competition With the Company" (as that term is defined
in paragraph 12(b) above). Similarly, during the Period of
Restriction, Officer shall not, directly or indirectly interfere
with the business relationship between the Company and its
customers, dealers, distributors, suppliers, vendors, independent
contractors, service providers, or other parties with which the
Company has business relationships, or encourage or induce (or
attempt to induce) any such party to terminate its relationship
with the Company, or to modify the terms of such relationship in
a manner adverse to the best interests of the Company. Nothing
set forth in the foregoing covenant shall prohibit Officer from
conducting in a reasonable manner the Business at CMS or its
Affiliates during the time period Officer remains employed at CMS
or its Affiliates.
(e) Acknowledgment of Reasonableness of
Restrictions. Officer specifically acknowledges and agrees that
the covenants and nature of the limitations upon Officer's
activities as specified herein, together with the duration and
scope of such covenants and restrictions, are reasonable
limitations on Officer's activities, and that the restrictions
are required to preserve, promote and protect the business
interests and good-will of the Company and impose no greater
restraint than is reasonably necessary to secure such protection.
(f) Interpretation of Covenants. In the event
that any covenant or the provisions of any covenant or
restriction in this Termination Agreement shall be held invalid
or unenforceable by a court of competent jurisdiction for any
reason, including, but not limited to, the duration or scope
thereof, such invalidity or unenforceability shall attach only to
the specific covenant or provision determined to be unenforceable
and the remaining covenants or provisions of the specific
covenant shall remain in full force and effect for the greatest
time period and for the broadest scope permitted by applicable
law. Officer and the Company intend that each of the covenants
shall be deemed to be a series of separate covenants, one for
each and every county of each and every state of the United
States of America, and one for each and every political
subdivision of each and every other country where the covenants
shall be effective.
(g) Restrictive Covenants. Officer represents
and warrants that Officer's experience and capabilities are such
that the restrictive covenants set forth in this Termination
Agreement will not prevent Officer from earning a livelihood, and
that Officer will be fully able to earn and receive an adequate
livelihood for Officer and his dependents if any of such
provisions should be specifically enforced against Officer.
13. Accounting for Profits. Officer covenants and
agrees that in the event Officer violates any of Officer's
restrictions or obligations under this Termination Agreement the
Company shall be entitled to an accounting and payment of all
profits, compensation, commissions, remuneration or other
benefits which Officer directly or indirectly has received and/or
may receive as a result of growing out of or in connection with
the violation of any such restrictions or obligations. Officer
and the Company acknowledge and agree that such remedy shall be
in addition to and not in limitation of any injunctive relief or
other rights or remedies to which the Company is or may be
entitled at law, in equity or under this Termination Agreement.
14. Indemnification. Without in any way limiting any
other rights or remedies otherwise available to the Company at
law or in equity, Officer shall hold harmless and indemnify the
Company from and against, and shall compensate and reimburse the
Company for, any loss, damage, injury, decline in value, lost
opportunity, liability, exposure, claim, demand, settlement,
judgment, award, fine, penalty, tax, fee (including reasonable
attorneys' fees) charge, cost (including costs of investigation)
or expense of any nature (collectively, the "Damages") which are
directly or indirectly suffered or incurred at any time by the
Company, or to which the Company otherwise becomes subject
(regardless of whether or not such Damages relate to a third
party claim), and that arise from or are directly or indirectly
connected with any breach of any covenant or obligation of
Officer contained herein.
15. Entitlement to Equitable Relief. Officer and the
Company acknowledge and agree that the breach by Officer of any
covenant, restriction or obligation under this Agreement will
cause the Company substantial, immediate and irreparable harm,
that the extent of damages will be difficult to measure, and,
consequently, there is not adequate remedy at law in the event of
such breach. Accordingly, the Company and Officer hereby agree
that the Company shall be entitled to injunctive relief, without
prejudice to any other right the Company may have in law or in
equity under this Agreement, by bringing an appropriate action
for such remedy in any court of competent jurisdiction which the
Company, in its sole discretion, deems appropriate.
16. Consent to Jurisdiction and Venue. Officer hereby
irrevocably submits to the jurisdiction of the United States
District Court for the District of Idaho, or the District Court
in and for the Counties of Ada or Canyon, State of Idaho, in any
action or proceeding arising out of or relating to this
Termination Agreement. Officer hereby irrevocably agrees that
all claims in respect of any such action or proceeding may be
heard and determined in such courts. Officer further irrevocably
waives any objection that Officer now or hereafter may have to
the laying of venue of any action or proceeding arising out of or
relating to this Termination Agreement brought in such courts on
the ground that any such action or proceeding in such courts has
been brought in an inconvenient forum. Nothing in this paragraph
shall affect the right of the Company to bring any action or
proceeding against Officer or Officer's property in the courts of
other jurisdictions. Officer agrees that a final judgment in any
such action or proceeding shall to the extent permitted by
applicable law be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner
provided by applicable law related to the enforcement of
judgments.
17. Company Violation Not A Defense. The existence or
allegation of any claims or causes of action of Officer against
the Company shall not constitute a defense to the enforcement by
the Company of the covenants or obligations contained in this
Termination Agreement.
18. Covenants of the Essence. The covenants of
Officer set forth herein are of the essence of this Termination
Agreement; they shall be construed as independent of any other
provision in this Termination Agreement; and the existence of any
claim or cause of action of Officer against the Company, whether
predicated on this Termination Agreement or not, shall not
constitute a defense to the enforcement by the Company of these
covenants.
19. Tolling Period. The covenants and obligations of
Officer contained in this Termination Agreement shall be extended
by the length of time during which Officer shall have been in
breach of any of said provisions.
20. Final Agreement. This Termination Agreement
supersedes all prior agreements, and is the entire and final
understanding of the Parties as to the subject matter hereof;
provided, however, that the Indemnification Agreement dated
February 19, 1997, between the Company and Officer shall survive
this Termination Agreement.
21. Severability. The validity or enforceability of
any provision of this Termination Agreement shall not affect the
validity or enforceability of any other provision of this
Termination Agreement, which shall remain in full force and
effect. In the event any provision is held to be void, voidable,
unlawful, or unenforceable, the remaining portions of this
Termination Agreement will continue in full force and effect to
the fullest extent permitted under law, except that if Officer's
release referenced in paragraph 7, above, is deemed void,
voidable, unlawful, or unenforceable, then the Company, at its
sole option and discretion, will be relieved of any remaining
obligation under this Termination Agreement and entitled to
recover any payments made to Officer under this Agreement.
22. Modification. It is expressly agreed that
this Termination Agreement may not be altered, amended, modified,
or otherwise changed in any respect except by other written
agreement that specifically refers to this Termination Agreement,
duly executed by authorized representatives of the Parties
hereto.
23. Attorneys' Fees. If any action is brought to
enforce the terms of this Termination Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees,
costs and expenses from the other party, in addition to any other
relief to which such prevailing party may be entitled.
24. Choice of Law. This Termination Agreement
shall be governed by and its provisions construed and enforced in
accordance with the laws of the State of Idaho, as applied to
contracts between Idaho residents, entered into and to be
performed entirely within the State of Idaho, without regard to
the conflict of laws principles thereof.
25. Tax Liability. Officer shall be responsible
for, and agrees to indemnify and hold the Company harmless from
any and all tax obligations for which Officer or the Company may
become liable as a result of this Termination Agreement, except
for the Company's F.I.C.A. withholdings or ordinary federal and
state employment tax liabilities, if any, which shall remain the
Company's obligation.
26. Binding Effect. This Termination Agreement shall
be binding upon and inure to the benefit of the Parties and their
respective successors in interest of any kind whatsoever.
Notwithstanding any other provision of this Termination
Agreement, this Termination Agreement shall be null and void and
of no further force or effect in the event the Recapitalization
Agreement is terminated without consummation of the
Recapitalization.
IN WITNESS WHEREOF, the Parties set their hands the day and
year herinabove written.
MICRON ELECTRONICS, INC. ROBERT F. SUBIA
By: /s/ T. Erik Oaas Sign: /s/ Robert F. Subia
-------------------------------- ---------------------------
(authorized signature)
Name: T. Erik Oaas
------------------------------
Title: EVP, Finance and CFO
-----------------------------
<PAGE>
EXHIBIT A
Form of Release of Officer
RELEASE
TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN,
KNOW that MICRON ELECTRONICS, INC., a Minnesota corporation (the
"Company"),agrees to and does hereby fully and completely forever
release, absolve and discharge, ROBERT F. SUBIA (the "Officer"),
and his heirs, executors, and administrators (hereinafter
collectively referred to as the "OFFICER RELEASEES"), with
respect to and from any and all causes of actions, claims,
demands, agreements, promises, damages, disputes, controversies,
contracts, covenants, actions, suits, accounts, wages,
obligations, debts, expenses, attorneys' fees, damages,
judgments, orders and liabilities of any kind whatsoever
(hereinafter collectively referred to as "Claims"), which the
Company ever had, now has or may have against the OFFICER
RELEASEES or any of them, in law, equity or otherwise, whether
known or unknown to the Company, for, upon, or by reason of, any
matter, course or thing whatsoever from the beginning of time to
the date of this Release, including specifically, but not
exclusively and without limiting the generality of the foregoing,
based upon, arising out of or related in any way to (i) the
Officer's obligations under the Severance Agreement dated January
30, 1996 (the "Severance Agreement"), (ii) any transaction,
occurrence, act or omission related to the Officer's employment
by the Company or the termination of that employment and (iii)
all matters referred to in the Severance Agreement and any
applicable employment, compensatory or equity arrangement with
the Company or any of its affiliates; provided, however, that
nothing herein shall release the Officer from any obligations
arising under or referred to or described in the Termination
Agreement dated December ____, 1997 (as amended, modified or
otherwise supplemental from time to time, the "Termination
Agreement") between the Company and the Officer, or impair the
right or ability of the undersigned to enforce the Termination
Agreement (or such provisions). All claims released by the
undersigned pursuant to this Release shall collectively be
referred to herein as the "Released Company Claims."
[Notwithstanding the foregoing, in no event shall the
Released Company Claims include any Claims involving fraud,
malfeasance or willful misconduct on the part of the Officer.]
This Release shall be governed by and construed in
accordance with the laws of the State of Idaho applicable to
contracts made and to be performed solely within such State, and
without regard to the conflict of laws principles thereof.
This Release shall not be amended, altered, modified,
changed or rescinded except by an instrument in writing signed by
the undersigned.
This Release shall be binding upon the undersigned and
its successors and assigns.
IN WITNESS WHEREOF, the undersigned has caused this
RELEASE to be executed on this ____ day of _____________, 19____.
Micron Electronics, Inc.
Signed: _____________________
Printed: _____________________
Title: _____________________
<PAGE>
EXHIBIT B
Form of Release of Company
RELEASE
TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN,
KNOW that the undersigned, ROBERT F. SUBIA, on his own behalf
and on behalf of his heirs, executors and administrators, agrees
to and does hereby fully and completely forever release, absolve
and discharge, MICRON ELECTRONICS, INC., a Minnesota corporation
(the "Company"), and its subsidiaries, affiliates, predecessors
and successors and all of their respective past and/or present
directors, officers, shareholders, employees, agents,
representatives, administrators, attorneys, insurers and
fiduciaries in their individual and/or representative capacities
(hereinafter collectively referred to as the "COMPANY
RELEASEES"), with respect to and from any and all causes of
actions, claims, demands, agreements, promises, damages,
disputes, controversies, contracts, covenants, actions, suits,
accounts, wages, obligations, debts, expenses, attorneys' fees,
damages, judgments, orders and liabilities of any kind whatsoever
(hereinafter collectively referred to as "Claims"), which the
undersigned or her heirs, executors and administrators, as
applicable, ever had, now have or may have against the COMPANY
RELEASEES or any of them, in law, equity or otherwise, whether
known or unknown to the undersigned, for, upon, or by reason of,
any matter, course or thing whatsoever from the beginning of time
to the date of this Release, including specifically, but not
exclusively and without limiting the generality of the foregoing,
based upon, arising out of or related in any way to (i) the
Company's obligations under the Severance Agreement dated January
30, 1996 (the "Severance Agreement"), (ii) any transaction,
occurrence, act or omission related to the undersigned's
employment by the Company or the termination of that employment,
including, but not limited to, any claims of severance pay,
bonus, sick leave, disability pay, vacation pay, life insurance,
health and medical insurance or any other fringe benefits,
workers' compensation or disability benefits and (iii) all
matters referred to in the Severance Agreement and any applicable
employment, compensatory or equity arrangement with the Company
or any of its affiliates); provided , however, that nothing
herein shall release the Company from any obligations arising
under or referred to or described in the Termination Agreement
dated December ____, 1997 (as amended, modified or otherwise
supplemented from time to time, the "Termination Agreement")
between the Company and the undersigned, or impair the right or
ability of the undersigned to enforce the Termination Agreement.
All Claims released by the undersigned pursuant to this Release
shall collectively be referred to herein as the "Released Officer
Claims".
Notwithstanding the generality of the foregoing, the
Released Officer Claims shall include, without limitation, (i)
any and all claims under Title VII of the Civil Rights Act of
1964, the Age Discrimination in Employment Act of 1967, the Civil
Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor
Standards Act, the Employment Retirement Income Security Act of
1974, the Americans with Disabilities Act, the Family and Medical
Leave Act, and any and all other federal, state or local laws,
statutes, rules and regulations pertaining to employment or
otherwise, and (ii) any claims for wrongful discharge, breach of
contract, express or implied contract, promissory estoppel,
breach of the implied covenant of good faith and fair dealing,
public policy, retaliatory discharge, intentional or negligent
infliction of emotional distress, outrageous conduct, harassment,
defamation, libel, slander, interference with contractual
relations or prospective economic advantage, right of privacy,
negligence, negligent retention, false imprisonment, conspiracy,
assault, battery, or any other contract or tort based claim or
cause of action, or any compensation claims, or any other claims
under any statute, rule or regulation or under the common law,
including compensatory damages, statutory damages, punitive
damages, attorney's fees, costs, expenses and all claims for any
other type of damage or relief.
This Release shall be governed by and construed in
accordance with the laws of the State of Idaho applicable to
contracts made and to be performed solely within such State, and
without regard to the conflict of laws principles thereof.
This Release shall not be amended, altered, modified,
changed or rescinded except by an instrument in writing signed by
the undersigned.
This Release shall be binding upon the undersigned and
his legal representatives, executors and administrators.
IN WITNESS WHEREOF, the undersigned has executed this
RELEASE on this ____ day of _____________, 19____.
Robert F. Subia
Signed: _____________________
Printed: _____________________