THIS PERIOD IS
DEFINED AS THE "REVOCATION PERIOD."
THE PARTIES AGREE THAT THIS AGREEMENT SHALL
NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE SEVEN (7) DAY REVOCATION PERIOD
HAS EXPIRED. THE EXECUTED AGREEMENT SHALL BE EFFECTIVE TO COMMENCE THE
REVOCATION PERIOD, AND ANY NOTICE OF REVOCATION OF THE AGREEMENT SHALL BE
EFFECTIVE WHEN HAND DELIVERED OR WHEN SENT BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, ADDRESSED TO GERALD GORMLEY, VICE PRESIDENT OF HUMAN RESOURCES, 25
GREENS HILL LANE, RUTLAND, VT
05701. EMPLOYEE FURTHER AGREES AND ACKNOWLEDGES
THAT THE OFFER BY THE COMPANY OF THIS AGREEMENT AND ITS TERMS IS EXTENDED TO THE
EMPLOYEE AND REMAINS IN EFFECT ONLY FOR THE DURATION OF THE CONSIDERATION
PERIOD. EXPIRATION OR EXTINGUISHMENT OF THE FOREGOING CONSIDERATION AND
REVOCATION PERIODS ARE A PRECONDITION TO COMPANY'S OBLIGATIONS TO PROVIDE THE
SEVERANCE PAYMENTS SET FORTH IN SECTION 1 THEREOF.
2.5
THE EMPLOYEE UNDERSTANDS AND AGREES THAT BY
ENTERING INTO THIS AGREEMENT AND GENERAL RELEASE HE IS WAIVING ANY AND ALL
RIGHTS OR CLAIMS HE MIGHT HAVE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT,
AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT, AND THAT HE HAS RECEIVED
CONSIDERATION BEYOND THAT TO WHICH HE WAS PREVIOUSLY ENTITLED.
2.6
THE EMPLOYEE HAS FULLY REVIEWED THE TERMS OF
THIS AGREEMENT, ACKNOWLEDGES THAT HE UNDERSTANDS THE TERMS OF THIS AGREEMENT AND
STATES THAT HE IS ENTERING INTO THIS AGREEMENT KNOWINGLY, VOLUNTARILY AND,
SUBJECT TO SECTION 2.1 OF THIS AGREEMENT, IN FULL SETTLEMENT OF ALL CLAIMS THAT
HE MAY HAVE AS A RESULT OF HIS EMPLOYMENT WITH OR SEPARATION OF EMPLOYMENT FROM
THE COMPANY.
2.7
THE EMPLOYEE AGREES THAT AS A CONDITION FOR
PAYMENT OF THE SEVERANCE PAYMENTS, EMPLOYEE SHALL NOT AT ANY TIME MAKE ANY
NEGATIVE, FALSE, DISPARAGING, DEROGATORY, DEFAMATORY, OR HARMFUL STATEMENT IN
PUBLIC OR IN PRIVATE REGARDING THE COMPANY, ITS AFFILIATES OR SUBSIDIARIES,
CURRENT AND FORMER DIRECTORS, OFFICERS, STOCKHOLDERS, EMPLOYEES, AGENTS,
ATTORNEYS AND REPRESENTATIVES, OR REGARDING THE COMPANY'S BUSINESS AFFAIRS AND
SERVICES, BUSINESS PROSPECTS AND FINANCIAL CONDITION.
2.8
EMPLOYEE FURTHER AGREES THAT, SUBJECT TO
REASONABLE COMPENSATION BY THE COMPANY FOR HIS TIME AND REIMBURSEMENT BY THE
COMPANY OF REASONABLE OUT-OF-POCKET COSTS AND EXPENSES, EMPLOYEE WILL COOPERATE
WITH THE COMPANY AND ITS COUNSEL TO THE EXTENT REASONABLE WITH RESPECT TO ANY
MATTER (INCLUDING LITIGATION, INVESTIGATION OR GOVERNMENTAL PROCEEDING) WHICH
RELATES TO MATTERS WITH WHICH
4
EMPLOYEE WAS INVOLVED DURING THE TERM OF EMPLOYMENT WITH THE COMPANY. SUCH
COOPERATION SHALL INCLUDE, TO THE EXTENT REASONABLE, APPEARING FROM TIME TO TIME
AT THE OFFICES OF THE COMPANY OR THE COMPANY'S COUNSEL FOR CONFERENCES AND
INTERVIEWS AND IN GENERAL PROVIDING THE OFFICERS OF THE COMPANY AND ITS COUNSEL
WITH THE FULL BENEFIT OF EMPLOYEE'S KNOWLEDGE WITH RESPECT TO ANY SUCH MATTER.
EMPLOYEE AGREES TO RENDER SUCH COOPERATION IN A TIMELY FASHION AND AT SUCH TIMES
AS MAY BE REASONABLE AND MUTUALLY AGREEABLE TO THE PARTIES CONCERNED.
3.
CONFIDENTIAL INFORMATION. THE EMPLOYEE
ACKNOWLEDGES THAT DURING THE COURSE OF HIS AFFILIATION WITH THE COMPANY,
INCLUDING DURING THE CONSULTING PERIOD, HE HAS HAD ACCESS TO AND KNOWLEDGE