DIRECTORS).
YOU FURTHER AGREE TO
LEAVE INTACT ALL ELECTRONIC COMPANY DOCUMENTS, INCLUDING THOSE THAT YOU
DEVELOPED OR HELP DEVELOP DURING YOUR EMPLOYMENT.
YOU ALSO AGREE TO CANCEL
WITHIN SEVEN (7) DAYS, ALL ACCOUNTS FOR YOUR BENEFIT, IF ANY, IN THE COMPANY'S
NAME, INCLUDING BUT NOT LIMITED TO, CREDIT CARDS, TELEPHONE CHARGE CARDS,
CELLULAR PHONE AND/OR PAGER ACCOUNTS AND COMPUTER ACCOUNTS.
6.
BUSINESS EXPENSES AND COMPENSATION - YOU ACKNOWLEDGE THAT YOU
HAVE BEEN REIMBURSED BY THE COMPANY FOR ALL BUSINESS EXPENSES INCURRED IN
CONJUNCTION WITH THE PERFORMANCE OF YOUR EMPLOYMENT AND THAT NO OTHER
REIMBURSEMENTS ARE OWED TO YOU.
YOU FURTHER ACKNOWLEDGE THAT YOU HAVE RECEIVED
PAYMENT IN FULL FOR ALL SERVICES RENDERED IN CONJUNCTION WITH YOUR EMPLOYMENT BY
THE COMPANY AND THAT NO OTHER COMPENSATION IS OWED TO YOU.
7.
CONTINUED ASSISTANCE - YOU AGREE THAT AFTER THE RESIGNATION DATE
YOU WILL PROVIDE SERVICES TO THE COMPANY IN ACCORDANCE WITH THE CONSULTING
AGREEMENT ATTACHED AS EXHIBIT B HERETO; AND, DURING THE PERIOD COVERED BY THE
CONSULTING AGREEMENT, PROVIDE ALL REASONABLE COOPERATION TO THE COMPANY,
INCLUDING BUT NOT LIMITED TO, ASSISTING THE COMPANY TRANSITION YOUR JOB DUTIES,
ASSISTING THE COMPANY IN DEFENDING AGAINST AND/OR PROSECUTING ANY LITIGATION OR
THREATENED LITIGATION, AND PERFORMING ANY OTHER TASKS AS REASONABLY REQUESTED BY
THE COMPANY, UP TO A TOTAL OF TWENTY (20) HOURS PER MONTH EXCLUSIVE OF ANY TIME
RELATED TO YOUR SERVICE AS A MEMBER OF THE BOARD.
YOU SHALL NOT BE REQUIRED TO
PROVIDE ANY ASSISTANCE TO THE COMPANY BEYOND SUCH TWENTY (20) HOURS IN A MONTH
DURING THE PERIOD COVERED BY THE CONSULTING AGREEMENT OR PROVIDE ANY COOPERATION
BEYOND DE MINIMIS ASSISTANCE (E.G., A BRIEF PHONE CALL OR RESPONDING BRIEFLY TO
AN
3
EMAIL) FOLLOWING THE END OF THE PERIOD COVERED BY THE CONSULTING AGREEMENT
UNLESS YOU AND THE COMPANY AGREE UPON THE EXTENT AND TERMS OF SUCH ASSISTANCE IN
ADVANCE AND IN WRITING.
8.
AMENDMENT - THIS LETTER AGREEMENT SHALL BE BINDING UPON THE
PARTIES AND MAY NOT BE MODIFIED IN ANY MANNER, EXCEPT BY AN INSTRUMENT IN
WRITING OF CONCURRENT OR SUBSEQUENT DATE SIGNED BY DULY AUTHORIZED
REPRESENTATIVES OF THE PARTIES HERETO.
THIS LETTER AGREEMENT IS BINDING UPON
AND SHALL INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE AGENTS,
ASSIGNS, HEIRS, EXECUTORS, SUCCESSORS AND ADMINISTRATORS.
9.
WAIVER OF RIGHTS - NO DELAY OR OMISSION BY THE COMPANY IN
EXERCISING ANY RIGHT UNDER THIS LETTER AGREEMENT SHALL OPERATE AS A WAIVER OF
THAT OR ANY OTHER RIGHT.
A WAIVER OR CONSENT GIVEN BY THE COMPANY ON ANY ONE
OCCASION SHALL BE EFFECTIVE ONLY IN THAT INSTANCE AND SHALL NOT BE CONSTRUED AS
A BAR OR WAIVER OF ANY RIGHT ON ANY OTHER OCCASION.
10.
VALIDITY - SHOULD ANY PROVISION OF THIS LETTER AGREEMENT BE
DECLARED OR BE DETERMINED BY ANY COURT OF COMPETENT JURISDICTION TO BE ILLEGAL
OR INVALID, THE VALIDITY OF THE REMAINING PARTS, TERMS OR PROVISIONS SHALL NOT
BE AFFECTED THEREBY AND SAID ILLEGAL OR INVALID PART, TERM OR PROVISION SHALL BE
DEEMED NOT TO BE