ANY MONETARY
BENEFITS IN CONNECTION WITH ANY SUCH CLAIM, CHARGE OR PROCEEDING).
NOTWITHSTANDING THE FOREGOING, THE RELEASE SET FORTH IN THIS SECTION 1 SHALL NOT
APPLY TO (A) ANY CLAIM TO PAYMENTS UNDER THE EXECUTIVE RETIREMENT AGREEMENT OR
YOUR RIGHTS UNDER THIS AGREEMENT, (B) ANY VESTED EQUITY INTEREST IN THE COMPANY,
INCLUDING VESTED STOCK OPTIONS OR (C) ANY RIGHTS YOU HAVE TO BE INDEMNIFIED BY
THE COMPANY PURSUANT TO THE TERMS OF THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED WITH RESPECT TO CONDUCT OR EVENTS OCCURRING DURING, OR
RELATING TO, YOUR EMPLOYMENT BY, OR WHILE SERVING AS A DIRECTOR OF, THE COMPANY,
OR OF ANY RIGHTS THAT YOU MAY HAVE UNDER, OR WITH RESPECT TO, THE COMPANY'S
DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICIES.
The Company hereby fully, forever, irrevocably and unconditionally releases,
remises and discharges you from any and all claims, charges, complaints,
demands, actions, causes of action, suits, rights, debts, sums of money, costs,
accounts, reckonings, covenants, contracts, agreements, promises, doings,
omissions, damages, executions, obligations, liabilities and expenses (including
attorney's fees and costs), of every kind and nature that the Company ever had
or now has against you as of the date of this agreement.
2.
NON-DISCLOSURE, NON-COMPETITION AND
NON-SOLICITATION OBLIGATIONS - YOU ACKNOWLEDGE AND REAFFIRM YOUR OBLIGATION TO
KEEP CONFIDENTIAL AND NOT TO DISCLOSE ANY AND ALL NON-PUBLIC INFORMATION
CONCERNING THE COMPANY WHICH YOU ACQUIRED DURING THE COURSE OF YOUR EMPLOYMENT
WITH THE COMPANY, INCLUDING, BUT NOT LIMITED TO, ANY NON-PUBLIC INFORMATION
CONCERNING THE COMPANY'S BUSINESS AFFAIRS, BUSINESS PROSPECTS AND FINANCIAL
CONDITION, AS IS STATED MORE FULLY IN YOUR NON-DISCLOSURE AGREEMENT WITH THE
COMPANY DATED JUNE 27, 1985 (THE "NDA AGREEMENT").
YOU FURTHER ACKNOWLEDGE AND
REAFFIRM YOUR NON-COMPETITION AND NON-SOLICITATION OBLIGATIONS UNDER THE NDA
AGREEMENT FOR THE BENEFIT OF THE COMPANY.
3.
RETURN OF COMPANY PROPERTY - EXCEPT FOR
ANY PROPERTY THAT YOU AND THE COMPANY AGREE YOU MAY RETAIN IN CONNECTION WITH
YOUR SERVICE TO THE COMPANY AS AN ADVISOR (AS DEFINED IN THE EXECUTIVE
RETIREMENT AGREEMENT) AND WHICH YOU AGREE TO RETURN TO THE COMPANY UPON
TERMINATION OF YOUR SERVICE AS AN ADVISOR, YOU CONFIRM THAT YOU HAVE RETURNED TO
THE COMPANY ALL KEYS, FILES, RECORDS (AND COPIES THEREOF), EQUIPMENT (INCLUDING,
BUT NOT LIMITED TO, COMPUTER HARDWARE, SOFTWARE AND PRINTERS, WIRELESS HANDHELD
DEVICES, CELLULAR PHONES, PAGERS, ETC.), COMPANY IDENTIFICATION, COMPANY
VEHICLES AND ANY OTHER COMPANY-OWNED PROPERTY IN YOUR POSSESSION OR CONTROL AND
HAVE LEFT INTACT ALL ELECTRONIC COMPANY DOCUMENTS, INCLUDING BUT NOT LIMITED TO,
THOSE THAT YOU DEVELOPED OR HELPED DEVELOP DURING YOUR EMPLOYMENT.
YOU FURTHER
CONFIRM THAT, EXCEPT
FOR THOSE ACCOUNTS YOU AND THE COMPANY AGREE MAY BE MAINTAINED IN CONNECTION
WITH YOUR SERVICE TO THE COMPANY AS AN ADVISOR AND WHICH YOU AGREE TO CANCEL
UPON TERMINATION OF YOUR SERVICE AS AN ADVISOR, YOU HAVE CANCELLED ALL ACCOUNTS
FOR YOUR BENEFIT, IF ANY, IN THE COMPANY'S NAME, INCLUDING BUT NOT LIMITED TO,
CREDIT CARDS, TELEPHONE CHARGE CARDS, CELLULAR PHONE AND/OR PAGER ACCOUNTS AND
COMPUTER ACCOUNTS.
4.
BUSINESS EXPENSES AND COMPENSATION - YOU