BY EXECUTIVE OF ANY OF THE MATERIAL TERMS OF THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO THIS PARAGRAPH 7, AND WITHOUT IN ANY WAY LIMITING
THE COMPANY'S REMEDIES FOR ANY SUCH BREACH, EXECUTIVE WILL AUTOMATICALLY FORFEIT
ANY OUTSTANDING
4
PAYMENTS DUE UNDER PARAGRAPH 3 ABOVE. EXECUTIVE FURTHER AGREES TO INDEMNIFY AND
HOLD THE RELEASEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES,
DAMAGES AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES)
ANY RELEASEE MAY SUFFER OR INCUR ARISING OUT OF OR IN CONNECTION WITH ANY BREACH
OF A REPRESENTATION OR AGREEMENT OF EXECUTIVE HEREUNDER.
8.
RESTRICTIVE COVENANTS.
AS A MATERIAL INDUCEMENT TO THE COMPANY TO
ENTER INTO THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES AND AFFIRMS THAT EXECUTIVE
WILL STRICTLY ABIDE BY EACH AND EVERY NON-SOLICITATION, CONFIDENTIALITY,
NON-COMPETITION, NONRAID AND/OR SIMILAR OBLIGATION WHICH EXECUTIVE MAY HAVE WITH
RESPECT TO THE COMPANY AND/OR ITS AFFILIATES, WHETHER BY AGREEMENT, FIDUCIARY
OBLIGATION OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN THE
EXISTING OPTION AGREEMENTS. THE PROVISIONS OF SCHEDULE 1 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.
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 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 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 OR RELATING TO ANY OTHER RIGHTS
EXPRESSLY RETAINED BY EXECUTIVE PURSUANT TO THE TERMS OF THIS AGREEMENT SHALL BE
SUBMITTED TO ARBITRATION IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE
EXISTING OPTION AGREEMENTS. EXECUTIVE FURTHER REPRESENTS THAT EXECUTIVE HAS NOT
RELIED ON ANY REPRESENTATION OR