the debtor."
Notwithstanding Section 1542, and for the purpose of implementing a full and
complete release and discharge of each party, the other party expressly
acknowledges that this general release is intended to include and does include
in its effect, without limitation, all claims which the other party does not
know or suspect to exist in his or its favor at the time of execution hereof,
and that this Agreement expressly contemplates the extinguishment of all such
claims.
3
(D)
DISCRIMINATION.
THE RELEASE IN THIS AGREEMENT ALSO INCLUDES, BUT
IS NOT LIMITED TO, CLAIMS ARISING UNDER FEDERAL, STATE OR LOCAL LAW FOR AGE,
RACE, SEX OR OTHER FORMS OF EMPLOYMENT DISCRIMINATION AND RETALIATION.
IN
ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT, EXECUTIVE HEREBY
KNOWINGLY AND VOLUNTARILY WAIVES AND RELEASES ALL RIGHTS AND CLAIMS, KNOWN OR
UNKNOWN, ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS
AMENDED, WHICH HE MIGHT OTHERWISE HAVE HAD AGAINST THE COMPANY.
EXECUTIVE IS
HEREBY ADVISED THAT HE SHOULD CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS
AGREEMENT AND THAT HE HAS 21 DAYS IN WHICH TO CONSIDER AND ACCEPT THIS AGREEMENT
BY SIGNING AND RETURNING THIS AGREEMENT TO THE COMPANY.
IN ADDITION, EXECUTIVE
HAS A PERIOD OF SEVEN DAYS FOLLOWING HIS EXECUTION OF THIS AGREEMENT IN WHICH HE
MAY REVOKE THIS AGREEMENT.
IF EXECUTIVE DOES NOT ADVISE THE COMPANY BY A
WRITING RECEIVED BY THE COMPANY WITHIN SUCH SEVEN DAY PERIOD OF HIS INTENT TO
REVOKE THE AGREEMENT, THE AGREEMENT WILL BECOME EFFECTIVE AND ENFORCEABLE UPON
THE EXPIRATION OF SEVEN DAYS.
6.
CONFIDENTIAL INFORMATION.
EXECUTIVE SHALL HOLD ALL CONFIDENTIAL
INFORMATION RELATING TO THE COMPANY IN STRICT CONFIDENCE AND SHALL NOT USE,
DISCLOSE OR OTHERWISE COMMUNICATE THE CONFIDENTIAL INFORMATION TO ANYONE OTHER
THAN THE COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
"CONFIDENTIAL INFORMATION" INCLUDES, WITHOUT LIMITATION, FINANCIAL INFORMATION,
TRADE SECRETS, BUSINESS PLANS, BUSINESS METHODS OR PRACTICES, MARKET STUDIES,
CUSTOMER LISTS, REFERRAL LISTS AND OTHER PROPRIETARY BUSINESS INFORMATION OF THE
COMPANY.
"CONFIDENTIAL INFORMATION" SHALL NOT INCLUDE INFORMATION WHICH IS OR
BECOMES IN THE PUBLIC DOMAIN THROUGH NO ACTION BY EXECUTIVE OR INFORMATION WHICH
IS GENERALLY DISCLOSED BY THE COMPANY TO THIRD PARTIES WITHOUT RESTRICTIONS ON
SUCH THIRD PARTIES.
EXECUTIVE SHALL RETURN ALL CONFIDENTIAL INFORMATION TO THE
COMPANY UPON THE RESIGNATION DATE.
7.
SOLICITATION OF CUSTOMERS.
FOR A PERIOD AFTER THE RESIGNATION
DATE, EQUAL TO THE GREATER OF (A) ONE (1) YEAR OR (B) THE PERIOD DURING WHICH
EXECUTIVE RECEIVES PAYMENT OF ANY COMPENSATION OR BENEFITS UNDER THIS AGREEMENT,
EXECUTIVE SHALL NOT INFLUENCE OR ATTEMPT TO INFLUENCE, DIRECTLY OR INDIRECTLY,
ANY CUSTOMER OF THE COMPANY TO DIVERT ITS BUSINESS AWAY FROM THE COMPANY.
IN
CONNECTION WITH THE FOREGOING, THE PARTIES ACKNOWLEDGE THAT THE CUSTOMER LISTS
OF THE COMPANY AND INFORMATION RETAINED BY THE COMPANY REGARDING SUCH CUSTOMERS
CONSTITUTE CONFIDENTIAL INFORMATION AND TRADE SECRETS OF THE COMPANY THAT
PROVIDE THE COMPANY WITH INDEPENDENT ECONOMIC VALUE.
8.
NON-COMPETITION.
FOR THE PERIOD DURING WHICH EXECUTIVE CONTINUES
TO SERVE AS A DIRECTOR OF THE COMPANY, EXECUTIVE SHALL NOT,