RECEIVED A
HEARING BEFORE THE BOARD (IF PROMPTLY REQUESTED BY THE EXECUTIVE) AND A MAJORITY
OF THE BOARD WITHIN 10 DAYS OF THE DATE OF SUCH HEARING (IF SO REQUESTED)
REASONABLY CONFIRMS THE EXISTENCE OF CAUSE AND THE TERMINATION OF THE EXECUTIVE
THEREFOR.
(F)
RELEASE; FULL SATISFACTION.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SEVERANCE PAY SHALL
BECOME PAYABLE UNDER THIS AGREEMENT UNLESS AND UNTIL THE EXECUTIVE AND THE
COMPANY EXECUTE THE GENERAL RELEASE OF CLAIMS IN FORM ATTACHED AS APPENDIX E,
INCLUDING WHERE RELEVANT A RELEASE OF ANY STATUTORY CLAIMS, AND SUCH RELEASE HAS
BECOME IRREVOCABLE; PROVIDED, THAT THE EXECUTIVE SHALL NOT BE REQUIRED TO
RELEASE ANY INDEMNIFICATION RIGHTS, RIGHTS TO BENEFITS, AND ANY ACCRUED RIGHTS
UNDER THIS AGREEMENT.
THE PAYMENTS TO BE PROVIDED TO THE EXECUTIVE PURSUANT TO
THIS SECTION 7 UPON TERMINATION OF THE EXECUTIVE'S EMPLOYMENT SHALL CONSTITUTE
THE EXCLUSIVE PAYMENTS IN THE NATURE OF SEVERANCE OR TERMINATION PAY OR SALARY
CONTINUATION WHICH SHALL BE DUE TO THE EXECUTIVE UPON A TERMINATION OF
EMPLOYMENT AND SHALL BE IN LIEU OF ANY OTHER SUCH
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PAYMENTS UNDER ANY SEVERANCE OR TERMINATION PLAN, PROGRAM, POLICY OR OTHER
ARRANGEMENT WHICH HAS HERETOFORE BEEN OR SHALL HEREAFTER BE ESTABLISHED BY ANY
MEMBER OF THE COMPANY AFFILIATED GROUP.
(G)
RESIGNATION.
UPON TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE EXECUTIVE SHALL BE DEEMED TO HAVE
RESIGNED FROM ALL POSITIONS WITH ANY MEMBER OF THE COMPANY AFFILIATED GROUP, AS
APPLICABLE.
(H)
COOPERATION FOLLOWING TERMINATION.
FOLLOWING TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE
EXECUTIVE AGREES TO REASONABLY COOPERATE WITH THE COMPANY UPON THE REASONABLE
REQUEST OF THE BOARD AND TO BE REASONABLY AVAILABLE TO THE COMPANY WITH RESPECT
TO MATTERS ARISING OUT OF THE EXECUTIVE'S SERVICES TO ANY MEMBER OF THE COMPANY
AFFILIATED GROUP.
THE COMPANY SHALL CAUSE THE EXECUTIVE TO BE REIMBURSED FOR,
OR, AT THE EXECUTIVE'S REQUEST, CAUSE THE EXECUTIVE TO BE ADVANCED, EXPENSES
REASONABLY INCURRED IN CONNECTION WITH SUCH MATTERS.
8.
EXECUTIVE'S REPRESENTATION.
THE
EXECUTIVE REPRESENTS TO THE COMPANY THAT THE EXECUTIVE'S EXECUTION AND
PERFORMANCE OF THIS AGREEMENT DOES NOT VIOLATE ANY AGREEMENT OR OBLIGATION
(WHETHER OR NOT WRITTEN) THAT THE EXECUTIVE HAS WITH OR TO ANY PERSON OR ENTITY
INCLUDING, WITHOUT LIMITATION, ANY PRIOR EMPLOYER.
9.
EXECUTIVE'S COVENANTS.
(A)
CONFIDENTIALITY.
THE EXECUTIVE AGREES AND
UNDERSTANDS THAT THE EXECUTIVE HAS BEEN, AND IN THE EXECUTIVE'S POSITION WITH
THE COMPANY THE EXECUTIVE WILL BE, EXPOSED TO AND RECEIVE INFORMATION RELATING
TO THE CONFIDENTIAL AFFAIRS OF THE COMPANY AFFILIATED GROUP, INCLUDING, WITHOUT
LIMITATION, TECHNICAL INFORMATION, BUSINESS AND
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MARKETING PLANS, STRATEGIES, CUSTOMER (OR POTENTIAL CUSTOMER) INFORMATION, OTHER
INFORMATION CONCERNING THE PRODUCTS, PROMOTIONS, DEVELOPMENT, FINANCING,
PRICING, TECHNOLOGY, INVENTIONS, EXPANSION PLANS, BUSINESS POLICIES AND
PRACTICES OF THE COMPANY AFFILIATED GROUP, WHETHER OR NOT REDUCED TO TANGIBLE
FORM, AND OTHER FORMS OF INFORMATION CONSIDERED BY THE COMPANY AFFILIATED GROUP
TO BE CONFIDENTIAL AND IN THE NATURE OF TRADE SECRETS.
THE EXECUTIVE WILL NOT
KNOWINGLY DISCLOSE SUCH INFORMATION, EITHER DIRECTLY OR INDIRECTLY, TO ANY
PERSON OR ENTITY OUTSIDE THE COMPANY AFFILIATED