AGREEMENT (AS
MODIFIED HEREIN) AND THAT SECTION 11(E) OF THE EMPLOYMENT AGREEMENT SHALL APPLY
TO ANY VIOLATION OF THIS SECTION 5 OR SECTION 11 OF THE EMPLOYMENT AGREEMENT (AS
MODIFIED HEREIN).
EXECUTIVE HEREBY ACKNOWLEDGES THAT THE ENFORCEMENT OF THE
PROVISIONS OF THIS SECTION 5 AND SECTION 11 OF THE EMPLOYMENT AGREEMENT (AS
MODIFIED HEREIN) MAY POTENTIALLY INTERFERE WITH EXECUTIVE'S ABILITY TO PURSUE A
PROPER LIVELIHOOD.
EXECUTIVE RECOGNIZES AND AGREES THAT THE ENFORCEMENT OF THIS
AGREEMENT IS NECESSARY TO ENSURE THE PRESERVATION, PROTECTION AND CONTINUITY OF
THE BUSINESS, TRADE SECRETS AND GOODWILL OF HOLDINGS AND LERNER.
EXECUTIVE
AGREES THAT, DUE TO THE PROPRIETARY NATURE OF HOLDINGS' BUSINESS, THE
RESTRICTIONS SET FORTH IN THIS AGREEMENT ARE REASONABLE AS TO TIME AND SCOPE.
EXECUTIVE HEREBY ACKNOWLEDGES THAT HE HAS BEEN ADVISED TO CONSULT WITH AN
ATTORNEY BEFORE EXECUTING THIS AGREEMENT AND THAT HE HAS DONE SO OR, AFTER
CAREFUL READING AND CONSIDERATION, HE HAS CHOSEN NOT TO DO SO OF HIS OWN
VOLITION.
6.
FUTURE COOPERATION.
(A)
EXECUTIVE AGREES TO FULLY AND COMPLETELY COOPERATE WITH THE COMPANIES,
THEIR ADVISORS, AND THEIR LEGAL COUNSEL WITH RESPECT TO ANY LITIGATION THAT IS
PENDING AGAINST EITHER OR BOTH OF THE COMPANIES AND ANY CLAIM OR ACTION THAT MAY
BE FILED AGAINST EITHER OR BOTH OF THE COMPANIES IN THE FUTURE, IN EACH CASE, TO
THE EXTENT EXECUTIVE HAS KNOWLEDGE RELEVANT TO SUCH ACTION.
SUCH COOPERATION
SHALL INCLUDE MAKING EXECUTIVE AVAILABLE AT REASONABLE TIMES AND PLACES, TAKING
INTO ACCOUNT EXECUTIVE'S PERSONAL AND BUSINESS SCHEDULE, FOR INTERVIEWS,
REVIEWING DOCUMENTS, TESTIFYING IN A DEPOSITION OR A LEGAL OR ADMINISTRATIVE
PROCEEDING, AND PROVIDING ADVICE TO EITHER OR BOTH OF THE COMPANIES IN PREPARING
DEFENSES TO ANY PENDING OR POTENTIAL FUTURE CLAIMS AGAINST EITHER OR BOTH OF THE
COMPANIES.
(B)
IF EXECUTIVE IS LEGALLY REQUIRED TO APPEAR OR PARTICIPATE IN ANY PROCEEDING
THAT INVOLVES OR IS BROUGHT AGAINST EITHER OR BOTH OF THE COMPANIES, EXECUTIVE
AGREES TO DISCLOSE TO THE COMPANIES NO LATER THAN TEN BUSINESS DAYS PRIOR TO THE
DATE THAT SUCH DISCLOSURE IS TO BE MADE, UNLESS COMPELLED BY LAW OR THE WRITTEN
ADVICE OF ENGAGED LEGAL COUNSEL TO DO OTHERWISE, WHAT EXECUTIVE PLANS TO SAY OR
PRODUCE AND TO OTHERWISE COOPERATE FULLY WITH THE COMPANIES.
(C)
EXECUTIVE AGREES TO REASONABLY COOPERATE WITH HOLDINGS AS NECESSARY FOR
HOLDINGS TO COMPLY WITH ITS PUBLIC DISCLOSURE REQUIREMENTS.
6
(D)
EXECUTIVE SHALL BE ENTITLED TO BE REIMBURSED BY THE COMPANIES FOR ALL
REASONABLE AND NECESSARY OUT-OF-POCKET EXPENSES ACTUALLY INCURRED BY HIM DURING
THE PERIOD BEGINNING ON THE FIRST DAY OF THE SALARY CONTINUATION PERIOD AND
ENDING ON THE LAST DATE WITH RESPECT TO WHICH EXECUTIVE DISCHARGES HIS
OBLIGATIONS UNDER (A), (B) OR (C) OF THIS SECTION 6 AS A RESULT OF THE
PERFORMANCE OF HIS OBLIGATIONS UNDER SECTION 6 OF THIS AGREEMENT; PROVIDED THAT
SUCH EXPENSES OVER U.S. $100 MUST BE PRE-APPROVED BY THE COMPANIES.
7.
NONDISPARAGEMENT; NO COMMUNICATION REGARDING THE COMPANIES.
EXECUTIVE AGREES THAT HE SHALL NOT MAKE ANY MALICIOUS, DISPARAGING, OR
DEFAMATORY STATEMENTS REGARDING THE COMPANIES, THEIR SUBSIDIARIES, ANY