Rita Grant Ndirika - Page 5

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               form work on client matters or any other matter on                     
               behalf of GC&D during the Severance Period.  If NDIRIKA                
               elects to receive her salary continuation severance                    
               payment in a lump sum under paragraph A(ii) above, she                 
               will vacate her office by the end of the business day                  
               on the day after the Separation Date and she will be                   
               allowed access to her firm voicemail and e-mail for a                  
               period of 60 days, ending May 15, 2000.                                
                  *       *       *       *       *       *       *                   
               II. Termination Date                                                   
                    NDIRIKA hereby voluntarily resigns effective March                
               15, 2000 (the “Separation Date”).                                      
               III. Release and Waiver                                                
                    By signing this Agreement, NDIRIKA hereby releases                
               and waives all legal and equitable claims, rights and                  
               causes of action of any kind whatsoever, known and                     
               unknown, NDIRIKA has or may have against GC&D, includ-                 
               ing, individually and collectively, its partners,                      
               associates, employees, agents, clients, benefit plans                  
               and plan administrators, successors and assigns, as of                 
               the date this Agreement is signed by NDIRIKA.  This                    
               includes, but is not limited to, all claims relating to                
               NDIRIKA’S past relationship with and resignation from                  
               employment with GC&D.                                                  
                    This release and waiver includes, but is not                      
               limited to:                                                            
                    A.   any claims for wrongful termination, termina-                
                         tion in violation of public policy, defama-                  
                         tion, intentional infliction of emotional                    
                         distress and any other common law claims;                    
                    B.   any claims for the breach of any implied,                    
                         written or oral contract, including, but not                 
                         limited to, any contract of employment;                      
                    C.   any claims of discrimination, harassment or                  
                         retaliation based on such things as age,                     
                         marital status, citizenship, national origin,                
                         race, religion, sex, sexual orientation,                     
                         pregnancy, including pregnancy-related dis-                  
                         ability, or physical or mental disability or                 





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