EMPLOYER AND PFI EACH AGREE THAT IT SHALL CONTINUE TO INDEMNIFY, DEFEND AND HOLD
HARMLESS EMPLOYEE TO THE FULLEST EXTENT PROVIDED BY
APPLICABLE LAW, THE CHARTER
OR BYLAWS OF EMPLOYER AND/OR PFI AS IN EXISTENCE ON THE DATE HEREOF OR UNDER ANY
AGREEMENT, UNDERSTANDING OR ARRANGEMENT WITH EMPLOYER AND/OR PFI IN EXISTENCE ON
THE DATE HEREOF.
5
10.
NON-DISPARAGEMENT.
EACH PARTY AGREES NOT TO MAKE ANY STATEMENT,
WHETHER ORAL OR WRITTEN, WHICH IN ANY WAY DISPARAGES THE OTHER.
A VIOLATION OF
THIS PARAGRAPH SHALL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT.
11.
ADVICE OF COUNSEL.
EACH PARTY REPRESENTS THAT THEY CONSULTED WITH
AN ATTORNEY BEFORE SIGNING THIS AGREEMENT.
12.
REVIEW PERIOD.
EMPLOYEE UNDERSTANDS THAT HE IS BEING GIVEN A
PERIOD OF 21 DAYS TO REVIEW AND CONSIDER THIS AGREEMENT BEFORE SIGNING IT.
EMPLOYEE UNDERSTANDS THAT HE MAY USE AS MUCH OF SUCH PERIOD AS HE WISHES PRIOR
TO SIGNING IT.
13.
RIGHT OF RESCISSION.
EMPLOYEE MAY REVOKE THIS AGREEMENT WITHIN
SEVEN (7) DAYS OF HIS SIGNING IT.
REVOCATION CAN BE MADE BY DELIVERING A
WRITTEN NOTICE OF REVOCATION TO PELICAN NATIONAL BANK, N.A. ATTENTION: KEN
ASCHOM
AT
811 ANCHOR ROAD, NAPLES, FLORIDA
34104.
FOR THIS REVOCATION TO BE
EFFECTIVE, WRITTEN NOTICE MUST BE RECEIVED BY MR. ASCHOM NO LATER THAN THE CLOSE
OF BUSINESS ON THE SEVENTH (7TH) DAY AFTER EMPLOYEE SIGNS THE AGREEMENT.
IF
EMPLOYEE REVOKES THIS AGREEMENT, IT SHALL NOT BE EFFECTIVE AND ENFORCEABLE AND
EMPLOYEE WILL NOT RECEIVE THE CONSIDERATION CONTAINED IN PARAGRAPHS 2
OR 3 OR
ANY OTHER CONSIDERATION SET FORTH HEREIN.
14.
NO ADMISSION.
BY ENTERING INTO THIS AGREEMENT, NO PARTY ADMITS,
AND EACH PARTY
EXPRESSLY DENIES,
THAT SUCH PARTY HAS VIOLATED ANY CONTRACT,
RULE, LAW OR REGULATION, INCLUDING, BUT NOT LIMITED TO, ANY FEDERAL, STATE OR
LOCAL LAW OR REGULATION RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.
15.
ENTIRE AGREEMENT.
THIS AGREEMENT, AND THE OPTIONS AS MODIFIED
HEREIN, ARE THE ENTIRE AGREEMENTS BETWEEN EMPLOYEE, PFI AND EMPLOYER AND ANY
OTHER PRIOR AGREEMENTS BETWEEN OR AMONG EMPLOYER AND/OR PFI, ON THE ONE HAND,
AND EMPLOYEE, ON THE OTHER HAND, ARE
6
HEREBY TERMINATED AND SHALL HAVE NO OTHER FORCE OR EFFECT.
NO PARTY HAS MADE
ANY PROMISES TO THE OTHER PARTIES OTHER THAN THOSE SET FORTH IN THIS AGREEMENT.
THIS AGREEMENT MAY BE MODIFIED ONLY UPON AN EXPRESS WRITTEN AGREEMENT AMONG THE
PARTIES.
16.
GOVERNING LAW.
THIS RELEASE WILL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.
17.
INVALIDITY OF AGREEMENT PROVISION.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT, WHETHER IN WHOLE OR IN
PART, SHALL NOT IN ANY WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION CONTAINED HEREIN.
18.
NEUTRAL CONSTRUCTION.
IN VIEW OF THE FACT THAT EACH OF THE
PARTIES HERETO HAVE BEEN REPRESENTED BY THEIR OWN COUNSEL AND THIS AGREEMENT HAS
BEEN FULLY NEGOTIATED BY ALL PARTIES, THE LEGAL PRINCIPLE THAT AMBIGUITIES IN A
DOCUMENT ARE CONSTRUED AGAINST THE DRAFTSPERSON OF THAT