RELATING TO ANY MATTER IN WHICH YOU WERE INVOLVED OR WHICH YOU HAVE KNOWLEDGE BY
VIRTUE OF YOUR EMPLOYMENT WITH THE COMPANY, INCLUDING ANY EXISTING OR FUTURE
LITIGATION INVOLVING THE COMPANY, WHETHER ADMINISTRATIVE, CIVIL OR CRIMINAL IN
NATURE IN WHICH AND TO THE EXTENT THE COMPANY DEEMS YOUR COOPERATION NECESSARY.
10.
NON-DISPARAGEMENT.
YOU AND THE COMPANY AGREE THAT NEITHER PARTY
WILL MAKE ANY NEGATIVE COMMENTS OR DISPARAGING REMARKS, IN WRITING, ORALLY OR
ELECTRONICALLY, ABOUT THE OTHER PARTY OR ANY OTHER RELEASEE (AS DEFINED ABOVE)
AND THEIR RESPECTIVE PRODUCTS AND SERVICES.
HOWEVER, NOTHING IN
4
THIS AGREEMENT IS INTENDED TO OR SHALL BE INTERPRETED TO RESTRICT EITHER PARTY'S
RIGHT AND/OR OBLIGATION:
(I) TO TESTIFY TRUTHFULLY IN ANY FORUM; OR (II) TO
CONTACT, COOPERATE WITH OR PROVIDE INFORMATION TO ANY GOVERNMENT AGENCY OR
COMMISSION.
11.
RESIGNATION OF POSITIONS. IN CONNECTION WITH THE TERMINATION OF
YOUR EMPLOYMENT BY THE COMPANY, YOU HEREBY RESIGN FROM ALL POSITIONS YOU MAY
HOLD AS AN OFFICER OR DIRECTOR OF THE COMPANY AND IT SUBSIDIARIES AND
AFFILIATES, AND THE COMPANY HEREBY ACCEPTS SUCH RESIGNATIONS. YOU AGREE TO
EXECUTE ALL SUCH INSTRUMENTS AND TAKE ALL SUCH OTHER ACTIONS AS THE COMPANY MAY
REASONABLY DEEM NECESSARY OR DESIRABLE TO EVIDENCE OR ACCOMPLISH THE FOREGOING
IN FULL.
12.
GOVERNING LAW AND FORUM.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF PENNSYLVANIA, WHERE THIS AGREEMENT IS
ENTERED INTO, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PROVISIONS.
ANY
COURT ACTION INSTITUTED BY YOU OR ON YOUR BEHALF RELATING TO IN ANY WAY TO THIS
AGREEMENT, OR YOUR EMPLOYMENT OR TERMINATION OF EMPLOYMENT WITH THE COMPANY OR
ANY RELEASEE, SHALL BE FILED EXCLUSIVELY IN THE CUMBERLAND COUNTY COURT OF
COMMON PLEAS IN THE COMMONWEALTH OF PENNSYLVANIA OR IN THE UNITED STATES
DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA, AND YOU CONSENT TO THE
JURISDICTION AND VENUE OF THESE COURTS.
13.
STATEMENT OF NON-ADMISSION.
NOTHING IN THIS AGREEMENT IS INTENDED
AS OR SHALL BE CONSTRUED AS AN ADMISSION OR CONCESSION OF LIABILITY OR
WRONGDOING BY YOU, THE COMPANY OR ANY RELEASEE AS DEFINED ABOVE.
RATHER, THE
PROPOSED AGREEMENT IS BEING OFFERED FOR THE SOLE PURPOSE OF SETTLING
COOPERATIVELY AND AMICABLY ANY AND ALL POSSIBLE DISPUTES DESCRIBED IN PARAGRAPH
3.
14.
INTERPRETATION OF AGREEMENT.
NOTHING IN THIS AGREEMENT IS
INTENDED TO VIOLATE ANY LAW OR SHALL BE INTERPRETED TO VIOLATE ANY LAW.
IF ANY
PARAGRAPH OR PART OR SUBPART OF ANY PARAGRAPH IN THIS AGREEMENT OR THE
APPLICATION THEREOF IS CONSTRUED TO BE OVERBROAD AND/OR UNENFORCEABLE, THEN THE
COURT MAKING SUCH DETERMINATION SHALL HAVE THE AUTHORITY TO NARROW THE PARAGRAPH
OR PART OR SUBPART OF THE PARAGRAPH AS NECESSARY TO MAKE IT ENFORCEABLE AND THE
PARAGRAPH OR PART OR SUBPART OF THE PARAGRAPH SHALL THEN BE ENFORCEABLE IN
ITS/THEIR NARROWED FORM.
MOREOVER, EACH PARAGRAPH OR PART OR SUBPART OF EACH
PARAGRAPH IN THIS AGREEMENT IS INDEPENDENT OF AND SEVERABLE (SEPARATE) FROM EACH
OTHER.
IN THE EVENT THAT ANY PARAGRAPH OR PART OR SUBPART OF ANY PARAGRAPH IN