Parties") from any and all obligations, debts, demands, claims and
liabilities of every kind and nature, either in law or in equity, that Gladstone
may now have, may in the future have or may ever have had, against the
Corporation Released Parties arising in any manner from or in any manner
related, directly or indirectly, to Gladstone's service or employment as a
director, officer and/or an employee of the Corporation including, without
limitation, the circumstances relating to the termination thereof; excepting
only the continuing obligations of the Corporation resulting from the provisions
of the Option Exercise Agreement entered into by and among the parties hereto
bearing the date of August 6, 1999, this Agreement and the Amended Split Dollar
Agreement (collectively, the "Surviving Agreements").
(b)
The Corporation, on its own behalf and on behalf of
its successors and assigns, hereby waives, releases, and forever and irrevocably
discharges Gladstone, and his agents, attorneys, heirs, representatives and
assigns (collectively, the "Gladstone Released Parties") from any and all
obligations, debts, demands, claims and liabilities of every kind and nature,
either in law or in equity, that the Corporation may now have, may in the future
have or may ever have had against the Gladstone Released Parties arising in any
manner from or in any manner related to, directly or indirectly, Gladstone's
service or employment as a director, officer and/or an employee of the
Corporation including, without limitation, the circumstances relating to the
termination thereof; excepting only the continuing obligations of Gladstone
resulting from the provisions of the Surviving Agreements.
3.
COVENANTS OF GLADSTONE
(A)
CERTAIN DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT, THE
FOLLOWING TERMS SHALL HAVE THE FOLLOWING RESPECTIVE MEANINGS:
"Board of Directors" shall mean the Board of Directors of the
Corporation.
"Confidential Information" shall mean information concerning the
business activities and plan for business activities of the Corporation, its
affiliates and its portfolio companies (including, without limitation, methods,
procedures, practices, products, files, documents, computer programs, customer
lists and requirements, financial data, and costs and billing practices).
"Person" shall mean and include an individual, a partnership, a
joint venture, a corporation, a trust and an unincorporated organization.
(B)
CONFIDENTIAL INFORMATION
(I)
GLADSTONE RECOGNIZES THAT THE SERVICES TO BE PERFORMED BY HIM FOR
THE CORPORATION WERE SPECIAL, UNIQUE, AND EXTRAORDINARY AND THAT, BY REASON OF
HIS EMPLOYMENT WITH THE CORPORATION, HE HAS ACQUIRED CONFIDENTIAL INFORMATION
CONCERNING THE OPERATION OF THE CORPORATION, THE USE OR DISCLOSURE OF WHICH
WOULD CAUSE THE CORPORATION SUBSTANTIAL LOSS AND DAMAGES THAT COULD NOT BE
READILY CALCULATED AND FOR WHICH NO REMEDY AT LAW WOULD BE ADEQUATE.
ACCORDINGLY, GLADSTONE AGREES THAT HE WILL NOT (DIRECTLY OR INDIRECTLY) AT ANY
TIME, (I) KNOWINGLY USE FOR AN IMPROPER PERSONAL BENEFIT OR FOR THE BENEFIT OF
ANOTHER PERSON WITH WHOM GLADSTONE IS AFFILIATED ANY CONFIDENTIAL INFORMATION
THAT HE MAY LEARN OR HAS LEARNED BY REASON OF HIS EMPLOYMENT WITH THE
CORPORATION OR (II) DISCLOSE ANY SUCH CONFIDENTIAL INFORMATION TO ANY PERSON
EXCEPT (A) AS REQUIRED BY APPLICABLE LAW, (B) IN CONNECTION WITH THE