WITH
COMPANY OR ITS SUBSIDIARIES.
12.
CONFIDENTIALITY.
THE PARTIES EACH ACKNOWLEDGE THAT THE OTHER'S
AGREEMENT TO KEEP THE TERMS AND CONDITIONS OF THIS AGREEMENT CONFIDENTIAL WAS A
MATERIAL FACTOR ON WHICH ALL PARTIES RELIED IN ENTERING INTO THIS AGREEMENT.
EACH OF THE PARTIES AGREES TO USE HIS OR ITS BEST EFFORTS TO MAINTAIN IN
CONFIDENCE THE EXISTENCE OF THIS AGREEMENT, THE CONTENTS AND TERMS OF THIS
AGREEMENT, AND THE CONSIDERATION FOR THIS AGREEMENT (HEREINAFTER COLLECTIVELY
REFERRED TO AS "SETTLEMENT INFORMATION"). EACH OF THE PARTIES AGREES TO TAKE
EVERY REASONABLE PRECAUTION TO PREVENT DISCLOSURE OF ANY SETTLEMENT INFORMATION
TO THIRD PARTIES, AND AGREES THAT THERE WILL BE NO PUBLICITY, DIRECTLY OR
INDIRECTLY, CONCERNING ANY SETTLEMENT INFORMATION.
EACH OF THE PARTIES AGREES
TO TAKE EVERY PRECAUTION TO DISCLOSE SETTLEMENT INFORMATION ONLY TO THOSE
ATTORNEYS, ACCOUNTANTS, GOVERNMENTAL ENTITIES, AND FAMILY MEMBERS WHO HAVE A
REASONABLE NEED TO KNOW OF SUCH SETTLEMENT INFORMATION.
NOTWITHSTANDING, THE
PARTIES AGREE THAT WITH RESPECT TO THE COMPANY'S OBLIGATIONS PURSUANT TO THE
PROVISIONS OF THIS PARAGRAPH, THEY SHALL EXTEND ONLY TO THE COMPANY'S EXECUTIVE
OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS, AND THEN ONLY FOR SO LONG AS
THEY ARE EXECUTIVES OR DIRECTORS OF THE COMPANY.
THE FOREGOING
7
PROVISIONS OF THIS PARAGRAPH 12 SHALL NOT BE APPLICABLE TO ANY LEGALLY REQUIRED
DISCLOSURE OR IN THE EVENT AND AFTER ANY SUCH LEGALLY REQUIRED DISCLOSURE.
THE
COMPANY SHALL GIVE EXECUTIVE REASONABLE OPPORTUNITY TO COMMENT ON ANY PRESS
RELEASE OR OTHER PUBLIC DISCLOSURES THAT THE COMPANY IN GOOD FAITH DETERMINES TO
RELEASE CONCERNING EXECUTIVE'S DEPARTURE FROM THE COMPANY.
13.
NO COOPERATION.
EXECUTIVE AGREES THAT HE WILL NOT ENCOURAGE,
COUNSEL OR ASSIST ANY ATTORNEYS OR THEIR CLIENTS IN THE PRESENTATION OR
PROSECUTION OF ANY DISPUTES, DIFFERENCES, GRIEVANCES, CLAIMS, CHARGES, OR
COMPLAINTS BY ANY THIRD PARTY AGAINST THE COMPANY UNLESS UNDER A SUBPOENA OR
OTHER COURT ORDER TO DO SO.
EXECUTIVE SHALL INFORM THE COMPANY IN WRITING
WITHIN 10 DAYS OF RECEIVING ANY SUCH SUBPOENA OR OTHER COURT ORDER.
14.
NON-DISPARAGEMENT.
EACH OF THE PARTIES AGREES TO REFRAIN FROM ANY
DEFAMATION, LIBEL OR SLANDER OF THE RELEASEES, AND ANY TORTIOUS INTERFERENCE
WITH THE CONTRACTS, RELATIONSHIPS AND PROSPECTIVE ECONOMIC ADVANTAGE OF THE
OTHER.
THE COMPANY AGREES THAT ITS EXECUTIVE OFFICERS AND MEMBERS OF THE BOARD
OF DIRECTORS WILL REFRAIN FROM ANY DISPARAGEMENT, CRITICISM, DEFAMATION, SLANDER
OF EXECUTIVE, OR TORTIOUS INTERFERENCE WITH THE CONTRACTS AND RELATIONSHIPS OF
EXECUTIVE FOR SO LONG AS THEY ARE EXECUTIVES OR DIRECTORS OF THE COMPANY.
ANY
INQUIRY BY POTENTIAL FUTURE EMPLOYERS OF EXECUTIVE WITH RESPECT TO EXECUTIVE'S
EMPLOYMENT BY THE COMPANY, SHALL BE DIRECTED TO CHERYL BORGONIA, DIRECTOR OF
HUMAN RESOURCES.
THE COMPANY SHALL RESPOND TO ANY SUCH INQUIRIES BY GIVING OUT
ONLY THE EXECUTIVE'S DATES OF EMPLOYMENT BY THE COMPANY.
THE PARTIES AGREE THAT
ANY POTENTIAL FUTURE EMPLOYERS MAY ALSO BE REFERRED BY THE EXECUTIVE OR BY THE
COMPANY TO THE CURRENT CHAIRMAN OF THE BOARD OF THE COMPANY.
15.
NON-SOLICITATION.
EXECUTIVE AGREES THAT FOR A PERIOD OF TWELVE
(12) MONTHS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE OF