AS WELL AS YOUR NON-COMPETITION, NON-SOLICITATION
AND INVENTIONS OBLIGATIONS.
6.
RETURN OF COMPANY PROPERTY - YOU AGREE THAT AS OF THE DATE HEREOF, YOU
HAVE RETURNED TO THE COMPANY ANY AND ALL PROPERTY, TANGIBLE OR INTANGIBLE,
RELATING TO ITS BUSINESS, WHICH YOU POSSESSED OR HAD CONTROL OVER AT ANY TIME
(INCLUDING, BUT NOT LIMITED TO, COMPANY-PROVIDED CREDIT CARDS, BUILDING OR
OFFICE ACCESS CARDS, KEYS, COMPUTER EQUIPMENT, MANUALS, FILES, DOCUMENTS,
RECORDS, SOFTWARE, CUSTOMER DATA BASE AND OTHER DATA) AND THAT YOU SHALL NOT
RETAIN ANY COPIES, COMPILATIONS, EXTRACTS, EXCERPTS, SUMMARIES OR OTHER NOTES OF
ANY SUCH MANUALS, FILES, DOCUMENTS, RECORDS, SOFTWARE, CUSTOMER DATA BASE OR
OTHER DATA.
7.
NON-DISPARAGEMENT - YOU AGREE THAT YOU WILL NOT DISPARAGE, CRITICIZE,
DEFAME, SLANDER OR OTHERWISE MAKE ANY NEGATIVE STATEMENTS OR COMMUNICATIONS
REGARDING THE COMPANY OR ITS AFFILIATES OR THEIR RESPECTIVE PAST AND PRESENT
INVESTORS, OFFICERS, DIRECTORS OR EMPLOYEES.
THE COMPANY AGREES TO INSTRUCT ITS
OFFICERS AND BOARD OF DIRECTORS NOT TO DISPARAGE, CRITICIZE, DEFAME, SLANDER OR
OTHERWISE MAKE ANY NEGATIVE STATEMENTS OR COMMUNICATIONS REGARDING YOU.
8.
COOPERATION - YOU SHALL COOPERATE WITH THE COMPANY AND ITS SUBSIDIARIES
IN ANY INTERNAL INVESTIGATION, ANY ADMINISTRATIVE, REGULATORY OR JUDICIAL
INVESTIGATION OR PROCEEDING OR ANY DISPUTE WITH A THIRD PARTY AS REASONABLY
REQUESTED BY THE COMPANY (INCLUDING, WITHOUT LIMITATION, YOU BEING AVAILABLE TO
THE COMPANY UPON REASONABLE NOTICE FOR INTERVIEWS AND FACTUAL INVESTIGATIONS,
APPEARING AT THE COMPANY'S REQUEST TO GIVE TESTIMONY WITHOUT REQUIRING SERVICE
OF A SUBPOENA OR OTHER LEGAL PROCESS, VOLUNTEERING TO THE COMPANY ALL PERTINENT
INFORMATION AND TURNING OVER TO THE COMPANY ALL RELEVANT DOCUMENTS WHICH ARE OR
MAY COME INTO YOUR POSSESSION, ALL AT TIMES AND ON SCHEDULES THAT ARE REASONABLY
CONSISTENT WITH YOUR OTHER ACTIVITIES AND COMMITMENTS).
IN THE EVENT THE
COMPANY REQUIRES YOUR COOPERATION IN ACCORDANCE WITH THIS
4
PARAGRAPH, THE COMPANY SHALL REIMBURSE YOU SOLELY FOR REASONABLE TRAVEL EXPENSES
(INCLUDING LODGING AND MEALS) UPON SUBMISSION OF RECEIPTS.
9.
BREACH - YOU AGREE THAT, IF THERE IS AN ARBITRAL OR JUDICIAL
DETERMINATION, AS THE CASE MAY BE, THAT YOU HAVE BREACHED THIS LETTER AGREEMENT,
YOU WILL (I) RETURN TO THE COMPANY ANY AMOUNT PAID BY THE COMPANY IN CONNECTION
WITH YOUR SEPARATION OR TERMINATION FROM THE COMPANY AND PURSUANT TO THE
EMPLOYMENT AGREEMENT AND THIS LETTER AGREEMENT AND(II) FORFEIT ALL REMAINING
AMOUNTS PAYABLE BY THE COMPANY PURSUANT TO THE EMPLOYMENT AGREEMENT AND THIS
LETTER AGREEMENT.
NOTWITHSTANDING ANYTHING IN THIS LETTER AGREEMENT TO THE
CONTRARY, THIS LETTER AGREEMENT SHALL NOT RELINQUISH, DIMINISH, OR IN ANY WAY
AFFECT ANY RIGHTS OR CLAIMS ARISING OUT OF ANY BREACH BY THE COMPANY OR BY ANY
RELEASED PARTY OF THE EMPLOYMENT AGREEMENT AFTER THE DATE HEREOF.
10.
VALIDITY - WHENEVER POSSIBLE, EACH PROVISION OF THIS LETTER AGREEMENT
SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS LETTER AGREEMENT IS HELD TO BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER ANY APPLICABLE LAW OR
RULE IN ANY JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL
NOT