AND
(III) HE HAS PERFORMED THE DUTIES REQUESTED OF HIM IN SECTION 1 SATISFACTORILY
AND HAS NOT ENGAGED IN ANY INTENTIONAL WRONGDOING OR OTHER GROSS MISCONDUCT
PRIOR TO THE RESIGNATION DATE, ON OR BEFORE FEBRUARY 15, 2005, THE COMPANY SHALL
PAY TO QUAINTANCE, AS CONSIDERATION FOR EXECUTING THIS AGREEMENT, A LUMP SUM
PAYMENT IN A TOTAL AMOUNT EQUAL TO $582,450.00, LESS APPLICABLE WITHHOLDING,
WHICH WILL BE MAILED TO QUAINTANCE AT QUAINTANCE'S HOME ADDRESS OF RECORD.
8.
THE PARTIES ACKNOWLEDGE THAT THE SUMS
AND BENEFITS SET FORTH IN SECTIONS 3, 4, AND 7 ABOVE REPRESENT AMOUNTS IN
ADDITION TO ANYTHING OF VALUE TO WHICH QUAINTANCE IS OTHERWISE ENTITLED AND ARE
PROVIDED IN CONSIDERATION FOR THE EXECUTION OF THIS AGREEMENT.
3
9.
IN RESPONSE TO ANY INQUIRIES FROM
FUTURE OR PROSPECTIVE EMPLOYERS CONCERNING QUAINTANCE, IT IS AGREED THAT THE
COMPANY WILL PROVIDE THE LETTER OF REFERRAL ATTACHED HERETO AS EXHIBIT A AND
FURTHER AGREES NOT TO PROVIDE ANY INFORMATION THAT IS NOT CONSISTENT WITH THE
ATTACHED LETTER OF REFERRAL.
10.
QUAINTANCE AGREES THAT HE WILL COOPERATE
FULLY WITH THE COMPANY AND ITS COUNSEL WITH RESPECT TO ANY MATTER (INCLUDING
LITIGATION, INVESTIGATION, OR GOVERNMENTAL PROCEEDING) WHICH RELATES TO MATTERS
WITH WHICH QUAINTANCE WAS INVOLVED DURING THE PERIOD IN WHICH HE WAS EMPLOYED OR
ENGAGED AS A CONSULTANT BY THE COMPANY, INCLUDING FULL DISCLOSURE OF ALL
RELEVANT INFORMATION AND TRUTHFULLY TESTIFYING ON THE COMPANY'S BEHALF IN
CONNECTION WITH ANY SUCH PROCEEDING OR INVESTIGATION.
QUAINTANCE WILL RENDER
SUCH COOPERATION IN A TIMELY MANNER AND AT SUCH TIMES AND PLACES AS MAY BE
MUTUALLY AGREEABLE TO THE PARTIES.
UPON SUBMISSION OF APPROPRIATE
DOCUMENTATION, QUAINTANCE SHALL BE REIMBURSED BY THE COMPANY FOR REASONABLE
TRAVEL, LODGING, MEALS, AND TELECOMMUNICATIONS EXPENSES INCURRED IN COOPERATING
WITH THE COMPANY UNDER THE TERMS OF THIS PROVISION.
EXCEPT AS REQUIRED BY
OPERATION OF LAW, QUAINTANCE AGREES THAT HE WILL PROMPTLY NOTIFY THE COMPANY IF
HE IS CONTACTED FOR AN INTERVIEW OR IF HE RECEIVES A SUBPOENA IN ANY MATTER
RELATING IN ANY WAY TO HIS EMPLOYMENT WITH THE COMPANY AND, IN SUCH EVENT, THE
COMPANY, UPON REQUEST FROM QUAINTANCE, AGREES TO PROVIDE IN ITS DISCRETION
REASONABLE ACCESS TO INFORMATION AND DOCUMENTS WITHIN ITS CONTROL.
QUAINTANCE
FURTHER AGREES THAT HE WILL NOT INITIATE ANY COMMUNICATION WITH A MEMBER OF THE
PRESS REGARDING HIS EMPLOYMENT WITH THE COMPANY AND THAT IF HE IS CONTACTED BY
THE PRESS FOR ANY SUCH INFORMATION, HE WILL DECLINE COMMENT AND REFER THE PERSON
SEEKING INFORMATION TO THE COMPANY.
11.
THE PARTIES AGREE THAT THE TERMS OF THIS
AGREEMENT SHALL REMAIN COMPLETELY CONFIDENTIAL, AND THAT THEY WILL NOT DISCLOSE
THE TERMS OF THIS AGREEMENT TO ANY PERSON, EXCEPT THAT THIS SECTION SHALL NOT
PROHIBIT THE PARTIES FROM DISCLOSING THE FACT AND TERMS OF THIS AGREEMENT TO
IMMEDIATE FAMILY OR TO PERSONAL OR COMPANY ACCOUNTANTS AND/OR FINANCIAL OR LEGAL
ADVISORS.
THE COMPANY IS NOT PROHIBITED FROM DISCLOSING THE FACTS AND TERMS OF
THIS SETTLEMENT TO THOSE COMPANY EMPLOYEES WHO HAVE A "NEED TO KNOW" ABOUT THE
AGREEMENT AS DETERMINED BY