EXTENT NECESSARY TO PREPARE YOUR TAX RETURNS OR ENGAGE IN FINANCIAL OR
ESTATE PLANNING; OR (III) TO YOUR SPOUSE, THE TRUSTEES OF ANY TRUSTS OF WHICH
YOU ARE THE GRANTOR, YOUR EXECUTOR AND/OR PERSONAL REPRESENTATIVE AND/OR YOUR
ATTORNEYS, PROVIDED THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU GIVE TO
EACH SUCH PERSON TO WHOM DISCLOSURE IS MADE NOTICE OF THE CONFIDENTIALITY
PROVISIONS OF THIS AGREEMENT, AND EACH AGREES TO KEEP THE EXISTENCE, TERMS AND
CONDITIONS OF THIS AGREEMENT FULLY CONFIDENTIAL.
YOU FURTHER AGREE NOT TO
SOLICIT OR INITIATE ANY DEMAND BY OTHERS NOT PARTY TO THIS AGREEMENT FOR ANY
DISCLOSURE OF THE EXISTENCE, TERMS OR CONDITIONS OF THIS AGREEMENT.
Ms. Cinda Hallman
March 9, 2004
Page 11
B)
BY THE COMPANY..
THE COMPANY AGREES TO MAINTAIN
THE EXISTENCE, TERMS AND CONDITIONS OF THIS AGREEMENT FULLY CONFIDENTIAL AND
WILL NOT DISCLOSE THE TERMS OF THIS AGREEMENT (OTHER THAN THE FACT THAT AN
AMICABLE AGREEMENT HAS BEEN REACHED) TO ANY PERSON OTHER THAN ITS ATTORNEYS OR
ACCOUNTANTS, EXCEPT AS SET FORTH HEREIN.
C)
DISCLOSURE.
YOU AGREE THAT THIS AGREEMENT MAY
BE USED BY YOU OR THE COMPANY ONLY AS EVIDENCE IN A SUBSEQUENT PROCEEDING IN
WHICH EITHER YOU OR THE COMPANY ALLEGES A BREACH OF THIS AGREEMENT.
YOU FURTHER
AGREE THAT THIS AGREEMENT OTHERWISE WILL NOT BE FILED WITH A COURT OR USED FOR
ANY OTHER PURPOSE.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, YOU
ACKNOWLEDGE THAT THE EXISTENCE, TERMS AND CONDITIONS OF THIS AGREEMENT MAY BE
DISCLOSED BY THE COMPANY TO ITS BOARD OF DIRECTORS, AUDITORS, OR OTHERS WHO HAVE
A NEED TO KNOW FOR BUSINESS REASONS, OR TO THE EXTENT REQUIRED BY LAW,
INCLUDING, WITHOUT LIMITATION, AS REQUIRED BY LEGAL FILING OR DISCLOSURE
REQUIREMENTS, OR AS OTHERWISE ADVISED BY THE COMPANY'S LEGAL COUNSEL.
D)
RESPONSE TO INQUIRIES.
THE COMPANY AGREES TO
DIRECT ANY INQUIRIES REGARDING YOUR TERMINATION OF EMPLOYMENT ONLY TO STEVEN
ELBAUM, ROY KRAUSE, MARK SMITH, TERI MILLER AND KIP HAVEL OR ANY OF THEIR
SUCCESSORS (EACH AN "AUTHORIZED SPOKESPERSON") FOR A RESPONSE, AND THAT SUCH
PERSONS SHALL RESPOND TO ANY SUCH INQUIRIES ONLY TO THE EXTENT CONSISTENT WITH
THE MUTUALLY-AGREED UPON PRESS RELEASE ANNOUNCING YOUR RETIREMENT FROM THE
COMPANY, A COPY OF WHICH IS ATTACHED HERETO.
IN THE EVENT THAT ANY OTHER PERSON
OR ENTITY SEEKS A REFERENCE WITH RESPECT TO YOU, (I) THE COMPANY WILL PROMPTLY
NOTIFY YOU OF SUCH INQUIRY, (II) SUCH INQUIRY WILL BE DIRECTED ONLY TO THE
AUTHORIZED SPOKESPERSON, AND (III) SUCH AUTHORIZED SPOKESPERSON SHALL PROVIDE
ONLY THE DATES OF YOUR EMPLOYMENT, POSITIONS HELD BY YOU AT THE COMPANY AND
COMPENSATION UNLESS OTHERWISE AUTHORIZED BY YOU TO PROVIDE ANY ADDITIONAL
INFORMATION OR EVALUATION REGARDING YOUR PERFORMANCE.
14.
RESOLUTION OF DISPUTES.
A)
EXCEPT AS SET FORTH IN SECTION 14(B), THE
PARTIES SHALL SUBMIT ANY CLAIM, DEMAND, DISPUTE, CHARGE OR CAUSE OF ACTION (IN
ANY SUCH CASE, A "CLAIM") ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO
THIS AGREEMENT TO BINDING ARBITRATION IN CONFORMANCE WITH THE J*A*M*S/ENDISPUTE
STREAMLINED ARBITRATION RULES AND PROCEDURES OR THE