UNREASONABLY INTERFERE WITH EMPLOYEE'S PURSUIT OF GAINFUL
EMPLOYMENT OR RESULT IN EMPLOYEE NOT HAVING A SEPARATION FROM SERVICE (AS
DEFINED IN SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986).
ANY ASSISTANCE
BEYOND THIS PERIOD WILL BE PROVIDED AT A MUTUALLY AGREED COST.
EMPLOYEE FURTHER
AGREES THAT HE WILL RETURN TO THE EMPLOYER ALL PROPERTY IN HIS POSSESSION,
INCLUDING, BUT NOT LIMITED TO, KEYS, IDENTIFICATION CARDS AND CREDIT CARDS,
FILES, RECORDS, PUBLICATIONS, ADDRESS LISTS AND DOCUMENTS THAT BELONG TO EACH OR
ANY OF THE RELEASEES.
SUCH DOCUMENTS ALSO INCLUDE, WITHOUT LIMITATION, ANY
DOCUMENTS CREATED OR MADE BY EMPLOYEE DURING HIS EMPLOYMENT WITH THE EMPLOYER.
7.
EMPLOYEE AGREES THAT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS
AGREEMENT AND THE EMPLOYMENT AGREEMENT, THERE ARE NO COMPENSATION, BENEFITS, OR
OTHER PAYMENTS DUE OR OWED TO HIM BY EACH OR ANY OF THE RELEASEES.
8.
EXCEPT WHERE DISCLOSURE HAS BEEN MADE BY THE COMPANY PURSUANT TO
APPLICABLE FEDERAL OR STATE LAW, RULE OR REGULATION, EMPLOYEE AGREES THAT THE
TERMS OF THIS AGREEMENT ARE CONFIDENTIAL AND THAT HE WILL NOT DISCLOSE OR
PUBLICIZE THE TERMS OF THIS AGREEMENT AND THE AMOUNTS PAID OR AGREED TO BE PAID
PURSUANT TO THIS AGREEMENT TO ANY PERSON OR ENTITY, EXCEPT TO HIS SPOUSE, HIS
ATTORNEY, HIS ACCOUNTANT, AND TO A GOVERNMENT AGENCY FOR THE PURPOSE OF PAYMENT
OR COLLECTION OF TAXES OR APPLICATION FOR UNEMPLOYMENT COMPENSATION BENEFITS.
EMPLOYEE AGREES THAT HIS DISCLOSURE OF THE TERMS OF THIS AGREEMENT TO HIS
SPOUSE, HIS ATTORNEY AND HIS ACCOUNTANT SHALL BE CONDITIONED UPON HIS OBTAINING
AGREEMENT FROM THEM, FOR THE BENEFIT OF THE EMPLOYER, NOT TO DISCLOSE OR
PUBLICIZE TO ANY PERSON OR ENTITY THE TERMS OF THIS AGREEMENT AND THE AMOUNTS
PAID OR AGREED TO BE PAID UNDER THIS AGREEMENT. FURTHER, EMPLOYER AND EMPLOYEE
AGREE NOT TO MAKE ANY FALSE, MISLEADING, DEFAMATORY OR DISPARAGING
COMMUNICATIONS ABOUT THE OTHER PARTY (INCLUDING WITHOUT LIMITATION EMPLOYER'S
PRODUCTS, SERVICES, PARTNERS, INVESTORS OR PERSONNEL) AND TO REFRAIN FROM TAKING
ANY ACTION DESIGNED TO HARM THE PUBLIC PERCEPTION OF THE OTHER PARTY OR THE
RELEASEES.
EMPLOYEE FURTHER AGREES THAT HE HAS DISCLOSED TO EMPLOYER ALL
INFORMATION, IF ANY, IN HIS POSSESSION, CUSTODY OR CONTROL RELATED TO ANY LEGAL,
COMPLIANCE OR REGULATORY OBLIGATIONS OF EMPLOYER AND ANY FAILURES TO MEET SUCH
OBLIGATIONS.
9.
THE TERMS OF THIS AGREEMENT ARE NOT TO BE CONSIDERED AS AN
ADMISSION ON BEHALF OF EITHER PARTY.
NEITHER THIS AGREEMENT NOR ITS TERMS SHALL
BE ADMISSIBLE AS EVIDENCE OF ANY LIABILITY OR WRONGDOING BY EACH OR ANY OF THE
RELEASEES IN ANY JUDICIAL, ADMINISTRATIVE OR OTHER PROCEEDING NOW PENDING OR
HEREAFTER INSTITUTED BY ANY PERSON OR ENTITY.
THE EMPLOYER IS ENTERING INTO
THIS AGREEMENT SOLELY FOR THE PURPOSE OF EFFECTUATING A MUTUALLY SATISFACTORY
SEPARATION OF EMPLOYEE'S EMPLOYMENT.
10.
ALL PROVISIONS OF THIS AGREEMENT ARE SEVERABLE AND IF ANY OF THEM
IS DETERMINED TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING
PROVISIONS AND PORTIONS OF THIS AGREEMENT SHALL BE UNAFFECTED THEREBY AND SHALL
REMAIN IN FULL FORCE TO THE FULLEST EXTENT PERMITTED BY