IS PAID ALL
COMPENSATION DUE TO HER AS OF THE TERMINATION DATE SHE WILL HAVE NO FURTHER
ENTITLEMENTS, OTHER THAN THOSE INCLUDED IN THIS AGREEMENT AND EXCEPT WITH
RESPECT TO RIGHTS, IF ANY, THAT HAVE VESTED AS OF THE TERMINATION DATE UNDER THE
COMPANIES' STOCK OPTION PLAN(S)/BENEFIT PLANS (INCLUDING, WITHOUT LIMITATION,
THE COMPANIES' EXECUTIVE DEFERRED COMPENSATION PLAN AND 401(K) SAVINGS PLAN) AND
SUCH RIGHTS WHICH SHE HAS UNDER THE INDEMNIFICATION PROVISIONS OF THE COMPANY'S
BYLAWS (THE "INDEMNIFICATION BYLAWS"), THE COMPANY'S DIRECTORS AND OFFICERS'
INSURANCE ("D&O INSURANCE") AND THE INDEMNIFICATION AGREEMENT APPENDED TO THE
EEA AS ATTACHMENT A (HEREINAFTER REFERRED TO AS THE "INDEMNIFICATION
AGREEMENT").
IT IS ACKNOWLEDGED BY THE COMPANIES THAT THE INDEMNIFICATION
AGREEMENT IS AN INDEPENDENT AGREEMENT WHICH REMAINS IN FULL FORCE AND EFFECT
ACCORDING TO ITS TERMS.
THE COMPANIES WILL CAUSE EXECUTIVE TO BE SPECIFICALLY
NAMED AS A COVERED INSURED BY ENDORSEMENT TO THE COMPANIES' D&O INSURANCE
POLICIES AS FROM TIME TO TIME IN EFFECT UNTIL THE TWENTY-ONE (21) MONTH
ANNIVERSARY OF THE TERMINATION DATE AND SHALL MAINTAIN SUCH COVERAGE FOR AT
LEAST TEN (10) YEARS AFTER THE TERMINATION DATE.
EXECUTIVE ALSO ACKNOWLEDGES
THAT SHE HAS SUFFERED NO KNOWN WORKPLACE INJURY FOR WHICH EXECUTIVE HAS NOT
ALREADY FILED A WORKERS' COMPENSATION CLAIM.
5.
EXPENSE REPORTS AND RETURN OF COMPANY
PROPERTY.
EXECUTIVE AGREES THAT NO LATER THAN TWO WEEKS FROM THE TERMINATION
DATE (AND THEREAFTER ON A BIWEEKLY BASIS, FOR ANY NEW EXPENSES INCURRED PURSUANT
TO PARAGRAPH 13 OR OTHERWISE WITH THE CONSENT OF THE COMPANIES AFTER THE
TERMINATION DATE UNTIL THE TWENTY-ONE (21) MONTH ANNIVERSARY OF THE TERMINATION
DATE), EXECUTIVE SHALL SUBMIT ALL EXPENSE REPORTS THAT SHE OWES THE COMPANIES
FOR EXPENSES SHE HAS INCURRED.
UPON SUBMISSION OF PROPER RECEIPTS, THE
COMPANIES AGREE TO REIMBURSE EXECUTIVE FOR ANY BUSINESS EXPENSES SHE INCURRED
AND PAID ON BEHALF OF THE COMPANIES PER
Page 4 of 11
COMPANIES' POLICY.
EXECUTIVE FURTHER CONFIRMS THAT SHE WILL RETURN ON OR BEFORE
THE TERMINATION DATE ALL PROPERTY OF THE COMPANIES, INCLUDING BUT NOT LIMITED
TO, COMMUNICATIONS EQUIPMENT, KEYS, SECURITY ACCESS AND CREDIT CARDS, BUT
EXCLUDING EXECUTIVE'S HOME COMPUTER AND PRINTER.
EXECUTIVE FURTHER AGREES TO
RETURN ALL CORPORATE DOCUMENTS, HANDBOOKS, POLICY MANUALS, RECORDS, DOCUMENTS,
NOTES AND MATERIALS (IN PAPER AND ELECTRONIC FORM), INCLUDING WITHOUT LIMITATION
ALL SUCH MATERIALS DISSEMINATED AND/OR CREATED FROM THE MOST RECENT STRATEGIC
PLANNING MEETING, NO LATER THAN THE TERMINATION DATE.
NOTWITHSTANDING THE
FOREGOING, EXECUTIVE MAY RETAIN HER BLACKBERRY, CELL PHONE AND CURRENT CELL
PHONE NUMBER.
EXECUTIVE WILL BE PERSONALLY RESPONSIBLE FOR CELLULAR SERVICES
AFTER THE TERMINATION DATE.
6.
NONADMISSION.
THE PARTIES AGREE THAT
THE COMPANIES' PAYMENT OR OFFER OF PAYMENT UNDER THIS AGREEMENT AND THE RELEASES
HEREIN SHALL NOT BE CONSTRUED AS AN ADMISSION OF ANY LIABILITY ON THE PART OF
THE COMPANIES NOR THE EXECUTIVE FOR A VIOLATION OF ANY FEDERAL, STATE OR LOCAL
STATUTE, OR OTHER SOURCE OF LAW.
7.
NONDISPARAGEMENT.
EXCEPT TO THE EXTENT
NECESSARY TO PERFORM HER RESPONSIBILITIES AS SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER OF THE COMPANY, AND AS AN ADVISOR TO THE COMPANIES,