WOULD BE DEEMED MATERIAL INSIDE INFORMATION WHICH WOULD
PRECLUDE EXECUTIVE FROM SELLING HIS COMPANY STOCK UNLESS DIRECTLY RELATED TO A
CLAIM WHICH INCLUDES EXECUTIVE AS AN OFFICER OF THE COMPANY.
THE COMPANY WILL
CONSULT WITH
5
EXECUTIVE, AND MAKE REASONABLE EFFORTS TO SCHEDULE SUCH ASSISTANCE SO AS NOT TO
MATERIALLY DISRUPT EXECUTIVE'S BUSINESS AND PERSONAL AFFAIRS.
EXECUTIVE AGREES,
UNLESS PRECLUDED BY LAW, TO PROMPTLY INFORM THE COMPANY IF EXECUTIVE IS ASKED TO
PARTICIPATE (OR OTHERWISE BECOME INVOLVED) IN ANY LAWSUITS INVOLVING SUCH CLAIMS
THAT MAY BE FILED AGAINST THE COMPANY.
EXECUTIVE ALSO AGREES, UNLESS PRECLUDED
BY LAW, TO PROMPTLY INFORM THE COMPANY IF EXECUTIVE IS ASKED TO ASSIST IN ANY
INVESTIGATION (WHETHER GOVERNMENTAL OR PRIVATE) OF THE COMPANY THAT MAY RELATE
TO SERVICES PERFORMED BY EXECUTIVE FOR THE COMPANY, REGARDLESS OF WHETHER A
LAWSUIT HAS THEN BEEN FILED AGAINST THE COMPANY WITH RESPECT TO SUCH
INVESTIGATION.
THE COMPANY AGREES TO REIMBURSE EXECUTIVE FOR ALL REASONABLE
OUT-OF-POCKET EXPENSES ASSOCIATED WITH SUCH ASSISTANCE, INCLUDING TRAVEL AND
HOTEL EXPENSES, IF ANY.
SECTION 10.
RESTRICTIVE COVENANTS.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TERMS, CONDITIONS AND
RESTRICTIONS SET FORTH IN SECTION 5 OF THE EMPLOYMENT AGREEMENT SHALL SURVIVE
THE TERMINATION OF THE EMPLOYMENT AGREEMENT AND REMAIN IN FULL FORCE AND EFFECT
AS PROVIDED THEREIN AS IF FULLY RESTATED HEREIN; PROVIDED, HOWEVER, THAT
SUBSECTIONS (C) AND (D) OF SECTION 5 OF THE EMPLOYMENT AGREEMENT SHALL REMAIN IN
FULL FORCE AND EFFECT FOR NINE (9) MONTHS FOLLOWING THE SEPARATION DATE RATHER
THAN EIGHTEEN (18) MONTHS AS PROVIDED IN THE EMPLOYMENT AGREEMENT.
EXECUTIVE
MAY SUBMIT WRITTEN REQUEST TO THE COMPANY FOR WAIVER OF THE RESTRICTIONS SET
FORTH IN SUBSECTION (D) OF SECTION 5 OF THE EMPLOYMENT AGREEMENT FOR SPECIFIC
OPPORTUNITIES, AND THE COMPANY SHALL REASONABLY CONSIDER SUCH REQUEST AND
RESPOND IN WRITING WITHIN TEN (10) BUSINESS DAYS, WITH THE COMPANY'S RESPONSE
FINAL AND BINDING ON EXECUTIVE.
SECTION 11.
PRESS RELEASE.
TO THE EXTENT THAT
THE COMPANY DECIDES TO ISSUE A "PRESS RELEASE" REGARDING EXECUTIVE'S DEPARTURE,
IT SHALL BE DONE IN CONSULTATION WITH EXECUTIVE AND EXECUTIVE'S COMMENTS SHALL
BE GIVEN REASONABLE CONSIDERATION, THOUGH THE COMPANY SHALL RETAIN FULL AND
ABSOLUTE DISCRETION TO DETERMINE THE FINAL LANGUAGE OF SUCH PRESS RELEASE,
PROVIDED IT IS NOT CRITICAL OF EXECUTIVE.
SECTION 12.
CONFIDENTIALITY.
EXECUTIVE AGREES
TO KEEP THE EXISTENCE AND THE TERMS OF THIS AGREEMENT CONFIDENTIAL, EXCEPT FOR
EXECUTIVE'S IMMEDIATE FAMILY MEMBERS OR EXECUTIVE'S LEGAL OR TAX ADVISORS IN
CONNECTION WITH SERVICES RELATED HERETO AND EXCEPT AS MAY BE REQUIRED BY LAW OR
IN CONNECTION WITH THE PREPARATION OF TAX RETURNS; PROVIDED, HOWEVER, THAT THIS
SECTION 12 SHALL BE INAPPLICABLE AT ANY TIME FOLLOWING PUBLIC DISCLOSURE OF THIS
AGREEMENT BY THE COMPANY.
SECTION 13.
NON-WAIVER.
ONE PARTY'S WAIVER OF
A BREACH OF THIS AGREEMENT BY THE OTHER PARTY SHALL NOT BE CONSTRUED OR OPERATE
AS A WAIVER OF ANY SUBSEQUENT BREACH BY EITHER PARTY OF THE SAME OR OF ANY OTHER
PROVISION OF THIS AGREEMENT.
SECTION 14.
CHOICE OF LAW.
THIS AGREEMENT IS
EXECUTED PURSUANT TO AND SHALL BE GOVERNED