THE LAW IN
EXISTENCE AT THE TIME OF THE REQUESTED ENFORCEMENT.
7.
WAIVER.
A WAIVER BY THE COMPANY OF A
BREACH OF ANY PROVISION OF THIS RELEASE BY THE EMPLOYEE SHALL NOT OPERATE OR BE
CONSTRUED AS A WAIVER OR ESTOPPEL OF ANY SUBSEQUENT BREACH BY THE EMPLOYEE.
NO
WAIVER SHALL BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED OFFICER OF
THE COMPANY.
8.
NON-DISCLOSURE.
THE EMPLOYEE AGREES
THAT HE WILL KEEP THE TERMS AND AMOUNTS SET FORTH IN THIS RELEASE COMPLETELY
CONFIDENTIAL AND WILL NOT DISCLOSE ANY INFORMATION CONCERNING THIS RELEASE'S
TERMS AND AMOUNTS TO ANY PERSON OTHER THAN HIS ATTORNEY, ACCOUNTANT, TAX
ADVISOR, OR IMMEDIATE FAMILY.
9.
CONFIDENTIALITY.
EMPLOYEE AGREES THAT
HE WILL ABIDE BY THE TERMS SET FORTH IN PARAGRAPHS 6 AND 7 OF THE AMENDED AND
RESTATED EMPLOYMENT AGREEMENT DATED
, 2008.
10.
RETURN OF COMPANY MATERIALS. EMPLOYEE
REPRESENTS THAT HE HAS RETURNED ALL COMPANY PROPERTY AND ALL ORIGINALS AND ALL
COPIES, INCLUDING ELECTRONIC AND HARD COPY, OF ALL DOCUMENTS, WITHIN HIS
POSSESSION AT THE TIME OF THE EXECUTION OF THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO THE LAPTOP COMPUTER, PRINTER, BLACKBERRY DEVICE, TELEPHONE, AND
CREDIT CARD, AS MAY BE APPLICABLE.
11.
REPRESENTATION.
EMPLOYEE HEREBY AGREES THAT
THIS RELEASE IS GIVEN KNOWINGLY AND VOLUNTARILY AND ACKNOWLEDGES THAT:
(A)
THIS AGREEMENT IS WRITTEN IN A MANNER
UNDERSTOOD BY EMPLOYEE;
(B)
THIS RELEASE REFERS TO AND WAIVES ANY AND
ALL RIGHTS OR CLAIMS THAT HE MAY HAVE ARISING UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT, AS AMENDED;
(C)
EMPLOYEE HAS NOT WAIVED ANY RIGHTS ARISING
AFTER THE DATE OF THIS AGREEMENT;
(D)
EMPLOYEE HAS RECEIVED VALUABLE CONSIDERATION
IN EXCHANGE FOR THE RELEASE IN ADDITION TO AMOUNTS EMPLOYEE IS ALREADY ENTITLED
TO RECEIVE; AND
(E)
EMPLOYEE HAS BEEN ADVISED TO CONSULT WITH
AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT.
3
12.
CONSIDERATION AND REVOCATION.
EMPLOYEE IS
RECEIVING THIS AGREEMENT ON
, 200
, AND EMPLOYEE SHALL BE
GIVEN TWENTY-ONE (21) DAYS FROM RECEIPT OF THIS AGREEMENT TO CONSIDER WHETHER TO
SIGN THE AGREEMENT.
EMPLOYEE AGREES THAT CHANGES OR MODIFICATIONS TO THIS
AGREEMENT DO NOT RESTART OR OTHERWISE EXTEND THE ABOVE TWENTY-ONE (21) DAY
PERIOD.
MOREOVER, EMPLOYEE SHALL HAVE SEVEN (7) DAYS FOLLOWING EXECUTION TO
REVOKE THIS AGREEMENT IN WRITING TO THE SECRETARY OF THE COMPANY AND THE
AGREEMENT SHALL NOT TAKE EFFECT UNTIL THOSE SEVEN (7) DAYS HAVE ENDED.
13.
FUTURE COOPERATION.
IN CONNECTION WITH ANY
AND ALL CLAIMS, DISPUTES, NEGOTIATIONS, INVESTIGATIONS, LAWSUITS OR
ADMINISTRATIVE PROCEEDINGS INVOLVING THE COMPANY WHICH RELATE TO PERIODS OF TIME
DURING THE EMPLOYMENT PERIOD (AS DEFINED IN THE AMENDED AND RESTATED EMPLOYMENT
AGREEMENT), THE EMPLOYEE AGREES TO MAKE HIMSELF REASONABLY AVAILABLE, UPON
REASONABLE NOTICE FROM THE COMPANY AND WITHOUT THE NECESSITY OF SUBPOENA, TO
PROVIDE INFORMATION OR DOCUMENTS, PROVIDE DECLARATIONS OR STATEMENTS TO THE
COMPANY, MEET WITH ATTORNEYS OR OTHER REPRESENTATIVES OF THE COMPANY, PREPARE
FOR AND GIVE DEPOSITIONS OR TESTIMONY, AND/OR OTHERWISE COOPERATE IN THE
INVESTIGATION, DEFENSE OR PROSECUTION OF ANY OR ALL SUCH MATTERS.
THE EMPLOYEE
SHALL BE REIMBURSED