Mutual Release - WorldCom Inc. and Bernard J. Ebbers
MUTUAL RELEASE
THIS RELEASE ("Release") is made by and between Bernard J. Ebbers
("you") and WorldCom, Inc. (the "Company") as of the date set forth below in
connection with the parties' execution of the Separation Agreement dated April
29, 2002 (the "Separation Agreement").
1. EXECUTIVE RELEASE.
In consideration of the payments and benefits provided for under the
Separation Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, you hereby agree as follows:
a. You hereby agree on behalf of yourself, your agents, assignees,
attorneys, successors, assigns, heirs and executors, to, and you do hereby,
forever release the Company and its affiliates, predecessors and successors and
all of their respective past and/or present officers, directors, partners,
members, managing members, employees, agents, representatives, administrators,
attorneys, insurers and fiduciaries in their individual and/or representative
capacities (hereinafter collectively referred to as the "Company Releasees"),
from any and all causes of action, agreements, damages, judgments, claims,
debts, covenants, executions and demands of any kind whatsoever, which you or
your heirs, executors, administrators, successors and assigns ever had, now have
or may have against the Company Releasees or any of them, in law or equity,
whether known or unknown to you, for, upon, or by reason of, any matter
whatsoever occurring up to the date this Release is signed by you, including
without limitation in connection with or in relation to your employment
relationship with the Company or its affiliates or the termination of such
relationship; PROVIDED that such released claims shall not include any claims to
enforce your rights under, or with respect to, the Separation Agreement (such
released claims are collectively referred to herein as the "Released Claims").
b. Notwithstanding the generality of clause (a) above, the Released
Claims 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 Employee Retirement Income Security Act of 1974, the
Americans with Disabilities Act, the Family and Medical Leave Act of 1993, 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, fraud, misrepresentation or any claims relating
to compensation, benefits or equity, or any other claims under any statute, rule
or regulation or under the common law, including compensatory damages, punitive
damages, attorney's fees, costs, expenses and all claims for any other type of
damage or relief. To ensure that the foregoing release is fully enforceable in
accordance with its terms, you agree to waive any protection that may exist
under any statute and under any principle of common law of the United States or
any and all States.
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c. You expressly understand and agree that the obligations of the
Company as set forth in the Separation Agreement are in lieu of any and all
other amounts which you might be, are now, or may become entitled to receive
from the Company or any affiliate upon any claim released herein and, without
limiting the generality of the foregoing, you expressly waive any right or claim
that you may have or assert with respect to any agreement or arrangement
relating to employment, compensation, benefits or equity with the Company or its
affiliates, and any damages and/or attorney's fees and costs.
d. You represent that you have read carefully and fully understand the
terms of this Release, and that you have been advised to consult with an
attorney and have had the opportunity to consult with an attorney prior to
signing this Release. You acknowledge that you are executing this Release
voluntarily and knowingly and that you have not relied on any representations,
promises or agreements of any kind made to you in connection with your decision
to accept the terms of this Release, other than those set forth in this Release.
2. COMPANY RELEASE.
As a material inducement for you to enter the Separation Agreement, the
Company does hereby agree to forever release you, your heirs, successors and
assigns (hereinafter collectively referred to as the "Executive Releasees"),
from any and all causes of action, agreements, damages, judgments, claims,
debts, covenants, executions and demands of any kind whatsoever, which the
Company ever had, now has or may have against the Executive Releasees or any of
them, in law or equity, whether known or unknown, for, upon, or by reason of,
any matter whatsoever occurring up to the date this Release is signed by the
Company, including without limitation in connection with or in relationship to
your employment relationship with the Company or its affiliates or the
termination of such relationship; PROVIDED that such released claims shall not
include any claims (i) to enforce the Company's rights under, or with respect
to, the Separation Agreement, or the Letter Agreement, Promissory Note or April
2 Letter Agreement referenced in Section 5 of the Separation Agreement, or (ii)
in connection with any fraud, willful misconduct, gross negligence or criminal
act on your part.
BERNARD J. EBBERS
/s/ Bernard J. Ebbers
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Date: April 29, 2002
WORLDCOM, INC.
By: /s/ John W. Sidgmore
-----------------------------------------
Name: John W. Sidgmore
Title: President and Chief Executive
Officer
Date: April 29, 2002