MATTERS WHICH YOU WERE PERSONALLY INVOLVED, OR HAVE INFORMATION ON, WHILE
YOU WERE AN OFFICER OR EMPLOYEE OF THE COMPANY AND WHICH BECOME THE SUBJECT OF
AN ACTION, INVESTIGATION, PROCEEDING, LITIGATION OR OTHERWISE, UPON REASONABLE
NOTICE, INCLUDING, THAT YOU WILL TESTIFY AS A WITNESS IN CONNECTION WITH SUCH
MATTERS IF REQUESTED BY THE COMPANY TO DO SO.
ALL REASONABLE EXPENSES
ASSOCIATED WITH SUCH TRANSITION SERVICES SHALL BE PAID IN ACCORDANCE WITH THE
GUIDELINES SET FORTH IN THE COMPANY'S BUSINESS EXPENSE REIMBURSEMENT POLICY.
4.
FULL DISCHARGE.
YOU AGREE AND ACKNOWLEDGE THAT THE PAYMENTS AND BENEFITS
PROVIDED IN SECTION 2 ABOVE AND THE OTHER ENTITLEMENTS HEREUNDER:
A) ARE IN
FULL DISCHARGE OF ANY AND ALL LIABILITIES AND OBLIGATIONS OF THE COMPANY TO YOU,
MONETARILY OR WITH RESPECT TO EMPLOYEE BENEFITS OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION, ANY AND ALL OBLIGATIONS ARISING UNDER ANY ALLEGED WRITTEN OR ORAL
EMPLOYMENT AGREEMENT, CHANGE IN CONTROL AGREEMENT, POLICY, PLAN OR PROCEDURE OF
THE COMPANY AND/OR ANY ALLEGED UNDERSTANDING OR ARRANGEMENT BETWEEN YOU AND THE
COMPANY OR ANY OF ITS OFFICERS; AND B) EXCEED ANY PAYMENT, BENEFIT, OR OTHER
THING OF VALUE TO WHICH YOU MIGHT OTHERWISE BE ENTITLED BUT FOR THIS AGREEMENT
UNDER ANY POLICY, PLAN OR PROCEDURE OF THE COMPANY OR ANY PRIOR AGREEMENT
BETWEEN YOU AND THE COMPANY.
5.
CONFIDENTIALITY.
(A)
YOU WILL NOT AT ANY TIME (WHETHER DURING OR AFTER
YOUR EMPLOYMENT WITH THE COMPANY) DISCLOSE OR USE FOR YOUR OWN BENEFIT OR
PURPOSES, OR FOR THE BENEFIT OR PURPOSE OF ANY OTHER PERSON, FIRM, PARTNERSHIP,
JOINT VENTURE, ASSOCIATION, CORPORATION OR OTHER BUSINESS ORGANIZATION, ENTITY
OR ENTERPRISE, ANY TRADE SECRETS, INFORMATION, DATA, OR OTHER CONFIDENTIAL
INFORMATION RELATING TO CUSTOMERS, EMPLOYEES, JOB APPLICANTS, SERVICES,
DEVELOPMENT PROGRAMS, PRICES, COSTS, MARKETING, TRADING, INVESTMENT, SALES
ACTIVITIES, PROMOTION, PROCESSES, SYSTEMS, CREDIT AND FINANCIAL DATA, FINANCING
METHODS, PLANS, PROPRIETARY COMPUTER SOFTWARE, REQUEST FOR PROPOSAL DOCUMENTS,
OR THE BUSINESS AND AFFAIRS OF THE COMPANY GENERALLY, OR OF ANY AFFILIATE OF THE
COMPANY; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT APPLY TO INFORMATION
WHICH IS GENERALLY KNOWN TO THE INDUSTRY OR THE PUBLIC OTHER THAN AS A RESULT OF
YOUR BREACH OF THIS COVENANT.
YOU EXPRESSLY WARRANT THAT YOU HAVE RETURNED TO
THE COMPANY ALL MEMORANDA, BOOKS, PAPERS, PLANS, INFORMATION, LETTERS AND OTHER
DATA, AND ALL COPIES THEREOF OR THEREFROM (WHETHER IN WRITTEN, PRINTED,
ELECTRONIC OR OTHER FORM), IN ANY WAY RELATING TO THE BUSINESS OF THE COMPANY
AND ITS AFFILIATES.
IN THE EVENT THAT YOU LEARN OF ANY PROPERTY OF THE COMPANY
TO BE IN YOUR CUSTODY, YOU WILL PROMPTLY RETURN SUCH PROPERTY TO THE COMPANY.
6.
COVENANT NOT TO COMPETE.
(A) IN GENERAL.
YOU AGREE THAT FOR A PERIOD OF
ONE (1) YEAR AFTER THE RESIGNATION DATE (THE "NON-COMPETE PERIOD"), YOU SHALL
NOT, ANYWHERE IN THE UNITED STATES:
I)
ACT AS AN EMPLOYEE, DIRECTOR, CONSULTANT, PARTNER, PRINCIPAL,
AGENT, REPRESENTATIVE, OWNER OR STOCKHOLDER (OTHER THAN AS A STOCKHOLDER OF LESS
THAN A ONE PERCENT (1%) EQUITY INTEREST) FOR (1) ANY PUBLIC COMPANY THAT DERIVES
ANY REVENUE FROM ANY BUSINESS LINE