PROTECT
PROPRIETARY/CONFIDENTIAL INFORMATION, (B) ABIDE BY ANY CONFIDENTIAL INFORMATION
AND INVENTION AGREEMENT, AND (C) REFRAIN FROM SOLICITING WESTAFF EMPLOYEES AND
CLIENTS AS SET FORTH IN HIS EMPLOYMENT AGREEMENT.
ELIAS FURTHER UNDERSTANDS AND
AGREES THAT SHOULD ELIAS VIOLATE ELIAS'S POST-TERMINATION OBLIGATIONS, WESTAFF
MAY IMMEDIATELY TERMINATE THIS AGREEMENT AND WESTAFF
3
SHALL HAVE NO FURTHER OBLIGATION TO PAY ANY SALARY CONTINUATION COMPENSATION AS
SET FORTH IN SECTION 4 OF THIS AGREEMENT.
ADDITIONALLY, ELIAS WILL NO LONGER BE
ENTITLED TO ANY BENEFITS AS DESCRIBED IN SECTION 5 OF THIS AGREEMENT.
10.
THE PARTIES FURTHER AGREE THAT THEY WILL NOT
MAKE ANY VOLUNTARY STATEMENTS, WRITTEN OR ORAL, OR CAUSE OR ENCOURAGE OTHERS TO
MAKE ANY SUCH STATEMENTS THAT DEFAME OR DISPARAGE THE PERSON AND/OR BUSINESS
REPUTATIONS, PRACTICES, OR CONDUCT OF THE PARTIES.
11.
ELIAS AGREES AND ACKNOWLEDGES THAT HE HAS
READ THIS AGREEMENT CAREFULLY AND FULLY UNDERSTANDS ALL OF ITS PROVISIONS.
WESTAFF ADVISES ELIAS TO CONSULT WITH LEGAL COUNSEL WITH RESPECT TO THIS
AGREEMENT BEFORE EXECUTING IT, AND ELIAS ACKNOWLEDGES THAT HE HAS HAD THE
OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THE TERMS AND CONDITIONS OF
THIS AGREEMENT, AND THAT HE HAS HAD AMPLE TIME TO REVIEW THIS AGREEMENT.
ELIAS
ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO HAVE AT LEAST TWENTY-ONE (21)
DAYS TO CONSIDER THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
BY
SIGNING BELOW, ELIAS ACKNOWLEDGES THAT HE HAS VOLUNTARILY ACCEPTED THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
12.
ELIAS REPRESENTS THAT HE HAS NOT ASSIGNED OR
TRANSFERRED ANY CLAIM THAT HE IS RELEASING, NOR HAS HE PURPORTED TO DO SO.
13.
ELIAS ACKNOWLEDGES AND AGREES THAT WESTAFF
HAS NOT MADE ANY REPRESENTATIONS TO HIM REGARDING THE TAX CONSEQUENCES OF ANY
AMOUNTS RECEIVED BY OR PAID TO ELIAS.
ELIAS AGREES TO PAY ALL FEDERAL, STATE,
AND LOCAL TAXES, IF ANY, THAT ARE REQUIRED BY LAW TO BE PAID BY HIM WITH RESPECT
TO THE AMOUNTS PAID UNDER THIS AGREEMENT.
ELIAS AGREES TO INDEMNIFY, DEFEND,
AND HOLD HARMLESS WESTAFF AND THE RELEASED PARTIES FROM ANY CLAIMS, DEMANDS,
DEFICIENCIES, ASSESSMENTS, EXECUTIONS, JUDGMENTS, OR RECOVERIES BY ANY
GOVERNMENTAL ENTITY AGAINST WESTAFF OR ANY OF THE RELEASED PARTIES FOR ANY
AMOUNTS CLAIMED DUE WITH RESPECT TO PAYMENTS MADE PURSUANT TO THIS AGREEMENT OR
PURSUANT TO CLAIMS MADE UNDER ANY FEDERAL OR STATE TAX LAWS, AND ANY COSTS,
EXPENSES OR DAMAGES SUSTAINED BY WESTAFF OR THE RELEASED PARTIES, INCLUDING
ATTORNEYS' FEES, IN THE EVENT WESTAFF, THE RELEASED PARTIES, OR ANY OF THEM
INDIVIDUALLY, ARE REQUIRED TO FILE SUIT OR TAKE OTHER LEGAL ACTION TO ENFORCE
THIS PARAGRAPH.
14.
SUBJECT TO PARAGRAPH 9 OF THIS AGREEMENT,
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH
RESPECT TO ALL THE MATTERS DISCUSSED HEREIN, AND SUPERSEDES ALL PRIOR OR
CONTEMPORANEOUS DISCUSSIONS, COMMUNICATIONS OR AGREEMENTS, EXPRESSED OR IMPLIED,
WRITTEN OR ORAL, INCLUDING ANY WRITTEN CONTRACT OF EMPLOYMENT, BY OR BETWEEN THE
PARTIES INCLUDING, BUT NOT LIMITED TO ELIAS'S EMPLOYMENT AGREEMENT DATED
NOVEMBER 28, 2006 AND ANY AMENDMENTS THERETO.
THE AGREEMENT MAY NOT BE MODIFIED
OR