EMPLOYEE BY LAW AND ARE OFFERED IN EXCHANGE FOR AND CONDITIONED
UPON EMPLOYEE'S EXECUTION OF THE RELEASE.
EMPLOYEE UNDERSTANDS THAT IF HE DOES
NOT SIGN THE RELEASE, OR IF HE REVOKES THE SIGNED RELEASE, THE COMPANY HAS NO
OBLIGATION TO PROVIDE HIM THE BENEFITS LISTED IN THIS AGREEMENT OTHER THAN AS
SET FORTH IN SECTION 4(A) (ACCRUED PAYMENT AND BENEFITS).
6.
NO MITIGATION REQUIRED.
EMPLOYEE SHALL NOT BE REQUIRED TO SEEK OTHER
EMPLOYMENT OR TO ATTEMPT IN ANY WAY TO REDUCE AMOUNTS PAYABLE TO HIM PURSUANT TO
THIS AGREEMENT.
FURTHER, THE AMOUNT OF BENEFITS PROVIDED UNDER THIS AGREEMENT
SHALL NOT BE REDUCED BY ANY COMPENSATION EARNED BY OR OTHER BENEFITS PROVIDED TO
EMPLOYEE AS A RESULT OF EMPLOYMENT BY ANOTHER EMPLOYER FOLLOWING THE TERMINATION
DATE.
7.
CONFIDENTIAL INFORMATION.
DURING THE TRANSITIONAL PERIOD AND FOLLOWING
THE TERMINATION DATE, EMPLOYEE SHALL CONTINUE TO MAINTAIN THE CONFIDENTIALITY OF
ALL CONFIDENTIAL AND PROPRIETARY INFORMATION OF THE COMPANY AND SHALL CONTINUE
TO COMPLY WITH THE TERMS AND CONDITIONS OF THE EMPLOYMENT, CONFIDENTIAL
INFORMATION, INVENTION ASSIGNMENT AGREEMENT BETWEEN EMPLOYEE AND THE COMPANY.
EMPLOYEE SHALL RETURN ALL OF THE COMPANY'S PROPERTY AND CONFIDENTIAL AND
PROPRIETARY INFORMATION IN HIS POSSESSION TO THE COMPANY ON THE TERMINATION
DATE.
8.
NO COOPERATION.
EMPLOYEE AGREES THAT HE WILL NOT COUNSEL OR ASSIST ANY
ATTORNEYS OR THEIR CLIENTS IN THE PRESENTATION OR PROSECUTION OF ANY DISPUTES,
DIFFERENCES, GRIEVANCES, CLAIMS, CHARGES, OR COMPLAINTS BY ANY THIRD PARTY
AGAINST THE COMPANY AND/OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT,
REPRESENTATIVE, SHAREHOLDER OR ATTORNEY OF THE COMPANY, UNLESS UNDER A SUBPOENA
OR OTHER COURT ORDER TO DO SO.
EMPLOYEE FURTHER AGREES BOTH TO IMMEDIATELY
NOTIFY THE COMPANY UPON RECEIPT OF ANY COURT ORDER, SUBPOENA, OR ANY LEGAL
DISCOVERY DEVICE THAT SEEKS OR MIGHT REQUIRE THE DISCLOSURE OR PRODUCTION OF THE
EXISTENCE OR TERMS OF THIS AGREEMENT, AND TO FURNISH, WITHIN THREE (3) BUSINESS
DAYS OF ITS RECEIPT, A COPY OF SUCH SUBPOENA OR LEGAL DISCOVERY DEVICE TO THE
COMPANY.
9.
NON-SOLICITATION.
EMPLOYEE AGREES THAT FOR A PERIOD OF TWELVE (12)
MONTHS IMMEDIATELY FOLLOWING THE TERMINATION DATE, EMPLOYEE SHALL NOT EITHER
DIRECTLY OR INDIRECTLY SOLICIT, INDUCE, RECRUIT OR ENCOURAGE ANY OF THE
COMPANY'S EMPLOYEES TO LEAVE THEIR EMPLOYMENT, OR TAKE AWAY SUCH EMPLOYEES, OR
ATTEMPT TO SOLICIT, INDUCE, RECRUIT, ENCOURAGE, OR TAKE AWAY EMPLOYEES OF THE
COMPANY, EITHER FOR HIMSELF OR ANY OTHER PERSON OR ENTITY.
EMPLOYEE FURTHER
AGREES NOT TO OTHERWISE INTERFERE WITH THE RELATIONSHIP OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES OR AFFILIATES WITH ANY PERSON WHO, TO THE KNOWLEDGE OF
EMPLOYEE, IS EMPLOYED BY OR OTHERWISE ENGAGED TO PERFORM SERVICES FOR THE
COMPANY OR ITS SUBSIDIARIES OR AFFILIATES (INCLUDING, BUT NOT LIMITED TO, ANY
INDEPENDENT SALES REPRESENTATIVES OR ORGANIZATIONS) OR WHO IS, OR WAS WITHIN THE
THEN MOST RECENT PRIOR TWELVE-MONTH PERIOD, A CUSTOMER OR CLIENT OF THE COMPANY,
OR ANY OF ITS SUBSIDIARIES.
10.
COSTS.
THE PARTIES SHALL EACH BEAR THEIR OWN COSTS, EXPERT FEES,
ATTORNEYS' FEES AND OTHER FEES INCURRED IN CONNECTION WITH THIS AGREEMENT EXCEPT
AS SPECIFICALLY SET FORTH HEREIN.