PERIOD FOLLOWING, THE TERMINATION OF HIS EMPLOYMENT.
(G)
THAT THE COMPANY HAS PROVIDED HIM WITH
ADEQUATE OPPORTUNITY, INCLUDING A PERIOD OF TWENTY-ONE (21) DAYS FROM THE
INITIAL RECEIPT OF THIS RELEASE AND ALL OTHER TIME PERIODS REQUIRED BY
APPLICABLE LAW, WITHIN WHICH TO CONSIDER THIS RELEASE (IT BEING UNDERSTOOD BY
EXECUTIVE THAT EXECUTIVE MAY EXECUTE THIS RELEASE LESS THAN 21 DAYS FROM ITS
RECEIPT FROM THE COMPANY, BUT AGREES THAT SUCH EXECUTION WILL REPRESENT HIS
KNOWING WAIVER OF SUCH 21-DAY CONSIDERATION PERIOD), AND HE HAS BEEN ADVISED BY
THE COMPANY TO CONSULT WITH COUNSEL IN RESPECT THEREOF.
(H)
THAT HE HAS SEVEN (7) CALENDAR DAYS AFTER
SIGNING THIS RELEASE WITHIN WHICH TO RESCIND, IN A WRITING DELIVERED TO THE
COMPANY, THE PORTION OF THIS RELEASE RELATED TO CLAIMS ARISING UNDER ADEA OR ANY
OTHER CLAIM ARISING UNDER ANY OTHER FEDERAL, STATE, OR LOCAL THAT REQUIRES
EXTENSION OF THIS REVOCATION RIGHT AS A CONDITION TO THE VALID RELEASE AND
WAIVER OF SUCH CLAIM.
(I)
THAT AT NO TIME PRIOR TO OR
CONTEMPORANEOUS WITH HIS EXECUTION OF THIS RELEASE HAS HE FILED OR CAUSED OR
KNOWINGLY PERMITTED THE FILING OR MAINTENANCE, IN ANY STATE, FEDERAL, OR FOREIGN
COURT, OR BEFORE ANY LOCAL, STATE, FEDERAL, OR FOREIGN ADMINISTRATIVE AGENCY OR
OTHER TRIBUNAL, ANY CHARGE, CLAIM, OR ACTION OF ANY KIND, NATURE, AND CHARACTER
WHATSOEVER ("CLAIM"), KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHICH HE MAY
NOW HAVE OR HAS EVER HAD AGAINST THE COMPANY PARTIES WHICH IS BASED IN WHOLE OR
IN PART ON ANY MATTER REFERRED TO IN SECTION 1 HEREOF; AND, SUBJECT TO THE
COMPANY'S PERFORMANCE UNDER THIS RELEASE, TO THE MAXIMUM EXTENT PERMITTED BY
LAW, EXECUTIVE IS PROHIBITED FROM FILING OR MAINTAINING, OR CAUSING OR KNOWINGLY
PERMITTING THE FILING OR MAINTAINING, OF ANY SUCH CLAIM IN ANY SUCH FORUM.
EXECUTIVE HEREBY GRANTS THE COMPANY HIS PERPETUAL AND IRREVOCABLE POWER OF
ATTORNEY WITH FULL RIGHT, POWER, AND AUTHORITY TO TAKE ALL ACTIONS NECESSARY TO
DISMISS OR DISCHARGE ANY SUCH CLAIM.
EXECUTIVE FURTHER COVENANTS AND AGREES
THAT HE WILL NOT ENCOURAGE ANY PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION,
ANY CURRENT OR FORMER EMPLOYEE, OFFICER, DIRECTOR, OR STOCKHOLDER OF THE
COMPANY, TO INSTITUTE ANY CLAIM AGAINST THE COMPANY PARTIES OR ANY OF THEM, AND
THAT EXCEPT AS EXPRESSLY PERMITTED BY LAW OR ADMINISTRATIVE POLICY OR AS
REQUIRED BY LEGALLY ENFORCEABLE ORDER HE WILL NOT AID OR ASSIST ANY SUCH PERSON
OR ENTITY IN PROSECUTING SUCH CLAIM.
6.
THE COMPANY (MEANING, SOLELY FOR THIS
PURPOSE, THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS, AND OTHER INDIVIDUALS
AUTHORIZED TO MAKE OFFICIAL COMMUNICATIONS ON THE COMPANY'S BEHALF) WILL NOT
DISPARAGE EXECUTIVE OR EXECUTIVE'S PERFORMANCE OR OTHERWISE TAKE ANY ACTION THAT
COULD REASONABLY BE EXPECTED TO ADVERSELY AFFECT EXECUTIVE'S PERSONAL OR
PROFESSIONAL REPUTATION.
SIMILARLY, EXECUTIVE WILL NOT DISPARAGE ANY COMPANY
PARTY OR OTHERWISE
3
TAKE ANY ACTION THAT COULD REASONABLY BE EXPECTED TO ADVERSELY AFFECT THE
PERSONAL OR PROFESSIONAL REPUTATION OF ANY COMPANY PARTY.
7.
EXECUTIVE AGREES THAT HE WILL NOT
DISPARAGE OR DENIGRATE TO ANY PERSON ANY ASPECT