SUCH SUBPOENA
OR COURT ORDER, AND TO FURNISH, WITHIN THREE (3) BUSINESS DAYS OF ITS RECEIPT, A
COPY OF SUCH SUBPOENA OR OTHER COURT ORDER. IF APPROACHED BY ANYONE FOR COUNSEL
OR ASSISTANCE IN THE PRESENTATION OR PROSECUTION OF ANY DISPUTES, DIFFERENCES,
GRIEVANCES, CLAIMS, CHARGES, OR COMPLAINTS AGAINST ANY OF THE RELEASEES,
EMPLOYEE SHALL STATE NO MORE THAN THAT HE CANNOT PROVIDE COUNSEL OR ASSISTANCE.
12.
COOPERATION WITH THE COMPANY. IN THE EVENT
OF ANY LITIGATION, THREAT OF LITIGATION, OR INVESTIGATION BY ANY LOCAL, STATE OR
FEDERAL ADMINISTRATIVE AGENCY, EMPLOYEE AGREES THAT HE WILL COOPERATE FULLY AND
MAKE HIMSELF REASONABLY AVAILABLE TO THE COMPANY AND/OR ITS COUNSEL IN THE EVENT
THAT THE COMPANY DETERMINES IN GOOD FAITH THAT EMPLOYEE'S ASSISTANCE WOULD BE
HELPFUL TO THE COMPANY. IF EMPLOYEE IS CALLED ON TO PROVIDE SUCH COOPERATION,
THE COMPANY WILL REIMBURSE EMPLOYEE FOR REASONABLE OUT-OF-POCKET EXPENSES.
13.
MUTUAL NON-DISPARAGEMENT. EMPLOYEE AGREES TO
REFRAIN FROM ANY DISPARAGING STATEMENTS ABOUT THE COMPANY OR ANY OF THE OTHER
RELEASEES INCLUDING, WITHOUT LIMITATION, THE BUSINESS, PRODUCTS, INTELLECTUAL
PROPERTY, FINANCIAL STANDING, FUTURE, OR EMPLOYMENT/COMPENSATION/BENEFIT
PRACTICES OF THE COMPANY. THE COMPANY AGREES TO REFRAIN FROM ANY DISPARAGING
STATEMENTS ABOUT EMPLOYEE, PROVIDED THAT EMPLOYEE UNDERSTANDS THAT THE COMPANY'S
OBLIGATIONS UNDER THIS PARAGRAPH EXTEND ONLY TO THE COMPANY'S CURRENT EXECUTIVE
OFFICERS AND MEMBERS OF ITS BOARD OF DIRECTORS AND ONLY FOR SO LONG AS EACH
OFFICER OR MEMBER IS AN EMPLOYEE OR DIRECTOR OF THE COMPANY. EMPLOYEE SHALL
DIRECT ANY INQUIRIES BY POTENTIAL FUTURE EMPLOYERS TO THE COMPANY'S CHAIRMAN OF
THE BOARD.
14.
BREACH. EMPLOYEE ACKNOWLEDGES AND AGREES
THAT ANY MATERIAL BREACH OF THIS AGREEMENT, UNLESS SUCH BREACH CONSTITUTES A
LEGAL ACTION BY EMPLOYEE CHALLENGING OR SEEKING A DETERMINATION IN GOOD FAITH OF
THE VALIDITY OF THE WAIVER HEREIN UNDER THE ADEA, OR OF ANY PROVISION OF THE
CONFIDENTIALITY AGREEMENT SHALL ENTITLE THE COMPANY IMMEDIATELY TO RECOVER
AND/OR CEASE PROVIDING THE CONSIDERATION PROVIDED TO EMPLOYEE UNDER THIS
AGREEMENT, EXCEPT AS PROVIDED BY LAW.
15.
NO ADMISSION OF LIABILITY. EMPLOYEE
UNDERSTANDS AND ACKNOWLEDGES THAT THIS AGREEMENT CONSTITUTES A COMPROMISE AND
SETTLEMENT OF ANY AND ALL ACTUAL OR POTENTIAL DISPUTED CLAIMS BY EMPLOYEE. NO
ACTION TAKEN BY THE COMPANY HERETO, EITHER PREVIOUSLY OR IN CONNECTION WITH THIS
AGREEMENT, SHALL BE DEEMED OR CONSTRUED TO BE (A) AN ADMISSION OF THE TRUTH OR
FALSITY OF ANY ACTUAL OR POTENTIAL CLAIMS OR (B) AN ACKNOWLEDGMENT OR ADMISSION
BY THE COMPANY OF ANY FAULT OR LIABILITY WHATSOEVER TO EMPLOYEE OR TO ANY THIRD
PARTY.
16.
NON-SOLICITATION. EMPLOYEE AGREES THAT FOR A
PERIOD OF TWELVE (12) MONTHS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE OF THIS
AGREEMENT, EMPLOYEE SHALL NOT DIRECTLY OR INDIRECTLY SOLICIT ANY OF THE
COMPANY'S EMPLOYEES TO LEAVE THEIR EMPLOYMENT AT THE COMPANY.
17.
COSTS. THE PARTIES SHALL EACH BEAR THEIR OWN
COSTS, ATTORNEYS' FEES, AND OTHER FEES INCURRED IN CONNECTION WITH THE
PREPARATION OF THIS AGREEMENT.
18.
ARBITRATION. THE PARTIES AGREE THAT ANY AND
ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION,
AND ANY OF THE MATTERS HEREIN RELEASED,