ANY OF ITS AFFILIATES OR ANY OTHER RELEASEE,
EXECUTIVE WILL (I) PROVIDE THE COMPANY PROMPT NOTICE BEFORE SUCH DISCLOSURE IN
ORDER THAT THE COMPANY OR OTHER RELEASEE MAY ATTEMPT TO OBTAIN A PROTECTIVE
ORDER OR OTHER ASSURANCE THAT CONFIDENTIAL TREATMENT WILL BE ACCORDED SUCH
CONFIDENTIAL INFORMATION, AND (II) COOPERATE WITH THE COMPANY AND THE OTHER
RELEASEES, AT THE COMPANY'S SOLE COST AND EXPENSE, IN ATTEMPTING TO OBTAIN SUCH
ORDER OR ASSURANCE. THE PARTIES HEREBY AMEND THE PROVISIONS OF SECTION 3.2 OF
THE EMPLOYMENT AGREEMENT AS FOLLOWS: (I) THE REFERENCE TO "TWO YEARS" IN THE
FIRST SENTENCE OF SUCH SECTION 3.2 IS AMENDED TO READ "THREE YEARS" AND (II) THE
PROVISIONS OF SUCH SECTION 3.2 COMMENCING WITH THE WORDS "UNLESS THE EMPLOYMENT
PERIOD HAS BEEN TERMINATED BY THE COMPANY" UP TO AND INCLUDING THE PROVISIONS
ENDING WITH THE WORDS "ADDITIONAL SEVERANCE AS SPECIFIED IN THE COMPANY'S
NOTICE." ARE HEREBY DELETED. IN ADDITION, THE PROVISIONS OF EXHIBIT A HERETO
SERVE TO AMEND CERTAIN SPECIFIED PROVISIONS OF THE RESTRICTIVE COVENANTS.
9.
NON-ADMISSION.
NOTHING IN THIS
AGREEMENT IS INTENDED TO BE, NOR WILL BE DEEMED TO BE, AN ADMISSION BY THE
COMPANY OR ANY RELEASEE THAT (I) IT HAS VIOLATED ANY STATE OR FEDERAL LAW, RULE,
REGULATION, PRINCIPLE OF COMMON LAW OR OTHER OBLIGATION, OR THAT (II) IT HAS
ENGAGED IN ANY WRONGDOING, OR (III) EXECUTIVE WOULD BE ENTITLED TO ANY OF THE
CONSIDERATION DESCRIBED IN PARAGRAPH 3 ABOVE IN THE ABSENCE OF THIS AGREEMENT
AND THE SECOND RELEASE.
10.
TRANSITIONAL ASSISTANCE; COOPERATION.
EXECUTIVE AGREES TO PROVIDE REASONABLE ASSISTANCE TO THE COMPANY RELATING TO THE
ORDERLY TRANSITION OF EXECUTIVE'S DUTIES AND RESPONSIBILITIES FROM TIME TO TIME
AS REASONABLY REQUESTED BY THE COMPANY. IN ADDITION, THE COMPANY MAY FROM TIME
TO TIME REQUEST EXECUTIVE'S REASONABLE ASSISTANCE IN CONNECTION WITH PENDING OR
THREATEN LITIGATION OR CLAIMS CONCERNING MATTERS ABOUT WHICH EXECUTIVE MAY HAVE
ACTUAL OR IMPUTED KNOWLEDGE. IT IS UNDERSTOOD THAT SUCH ASSISTANCE MAY INCLUDE,
WITHOUT LIMITATION, EXECUTIVE'S PROVIDING AND COMPILING INFORMATION,
PARTICIPATING IN DISCUSSIONS AND/OR INTERVIEWS, PARTICIPATING IN DEPOSITIONS
REQUESTED BY PLAINTIFFS, DEFENDANTS OR OTHERS AND TESTIFYING AS A WITNESS.
EXECUTIVE AGREES TO PROVIDE ANY AND ALL SUCH REASONABLE ASSISTANCE TO THE
6
COMPANY AND ITS ADVISORS UPON REQUEST FOR NO ADDITIONAL CONSIDERATION, PROVIDED,
HOWEVER, THAT THE COMPANY SHALL PAY ON EXECUTIVE'S BEHALF OR REIMBURSE EXECUTIVE
UPON PRESENTATION OF INVOICES THEREFORE EXECUTIVE'S REASONABLE OUT-OF-POCKET
COSTS RELATING THERETO.
11.
CERTAIN UNDERSTANDINGS.
EXECUTIVE
REPRESENTS THAT EXECUTIVE HAS NOT FILED ANY COMPLAINTS OR CHARGES OR LAWSUITS
AGAINST THE COMPANY OR ANY OTHER RELEASEE WITH ANY GOVERNMENTAL AGENCY OR COURT
OR OTHERWISE AND, SUBJECT TO THE NEXT SENTENCE, THAT EXECUTIVE WILL NOT DO SO
HEREAFTER. ANY DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
(INCLUDING BUT NOT LIMITED TO THE GENERAL RELEASE) OR RELATING TO ANY OTHER
RIGHTS EXPRESSLY RETAINED BY EXECUTIVE PURSUANT TO THE TERMS OF THIS AGREEMENT
(INCLUDING BUT NOT LIMITED TO THE GENERAL RELEASE) SHALL BE SUBMITTED TO
ARBITRATION IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE SPECIFIED OPTION
AGREEMENTS. EXECUTIVE FURTHER REPRESENTS