PERSONAL PROPERTY OWNED BY YOU BUT CURRENTLY RESIDING AT THE
COMPANY'S HEADQUARTERS.
3.
COOPERATION IN LITIGATION AND
INVESTIGATIONS; ADVISORY SERVICES.
ON AND AFTER THE TERMINATION DATE, (A) YOU
SHALL COOPERATE WITH THE COMPANY AND PROVIDE INFORMATION AS TO MATTERS WHICH YOU
WERE PERSONALLY INVOLVED, OR HAVE INFORMATION ON, WHILE YOU WERE A DIRECTOR,
EMPLOYEE OR OFFICER OF THE COMPANY AND WHICH BECOME THE SUBJECT OF AN ACTION,
INVESTIGATION, PROCEEDING, LITIGATION OR OTHERWISE, UPON REASONABLE NOTICE,
INCLUDING, THAT YOU WILL TESTIFY AS A WITNESS IN CONNECTION WITH SUCH MATTERS IF
REQUESTED BY THE COMPANY TO DO SO AND (B) DURING THE CONTINUATION PERIOD, YOU
AGREE TO PROVIDE, UPON REASONABLE NOTICE, ADVISORY SERVICES TO THE COMPANY ON AN
AS-REQUESTED AND AS-NEEDED BASIS (IN THE SOLE DISCRETION OF THE COMPANY), BUT IN
ANY EVENT NO MORE THAN 20 HOURS PER MONTH, ON THE FOLLOWING MATTERS:
(I) THE
SELECTION OF, AND TRANSITION TO, A NEW CHIEF EXECUTIVE OFFICER OF THE COMPANY;
AND (II) IMPLEMENTATION OF THE COMPANY'S ENTERPRISE-WIDE INFORMATION SYSTEMS, SO
LONG AS SUCH COOPERATION OR ADVISORY SERVICES DO NOT UNDULY INTERFERE WITH YOUR
FUTURE EMPLOYMENT OR OTHER BUSINESS ACTIVITIES.
THE COMPANY SHALL REIMBURSE YOU
FOR ALL REASONABLE TRAVEL, LODGING, TELEPHONE AND SIMILAR EXPENSES, AS WELL AS
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS, INCURRED IN CONNECTION WITH ANY
COOPERATION, CONSULTATION OR ADVICE RENDERED IN CONNECTION WITH SUCH COOPERATION
OR ADVISORY SERVICES.
4.
FULL DISCHARGE.
YOU AGREE AND
ACKNOWLEDGE THAT THE PAYMENTS AND BENEFITS PROVIDED IN SECTION 2 ABOVE AND THE
OTHER ENTITLEMENTS HEREUNDER:
A) WILL BE IN FULL DISCHARGE OF ANY AND ALL
LIABILITIES AND OBLIGATIONS OF THE COMPANY TO YOU, MONETARILY OR WITH RESPECT TO
EMPLOYEE BENEFITS OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL
OBLIGATIONS ARISING UNDER ANY ALLEGED WRITTEN OR ORAL EMPLOYMENT AGREEMENT,
POLICY,
Ms. Cinda Hallman
March 9, 2004
Page 5
plan or procedure of the Company and/or any alleged understanding or arrangement
between you and the Company or any of its officers; and b) exceed any payment,
benefit, or other thing of value to which you might otherwise be entitled but
for this Agreement under any policy, plan or procedure of the Company or any
prior agreement between you and the Company.
5.
CONFIDENTIALITY.
A)
CONFIDENTIAL INFORMATION.
YOU WILL NOT AT ANY
TIME (WHETHER DURING OR AFTER YOUR EMPLOYMENT WITH THE COMPANY) DISCLOSE OR USE
FOR YOUR OWN BENEFIT OR PURPOSES, OR FOR THE BENEFIT OR PURPOSE OF ANY OTHER
PERSON, FIRM, PARTNERSHIP, JOINT VENTURE, ASSOCIATION, CORPORATION OR OTHER
BUSINESS ORGANIZATION, ENTITY OR ENTERPRISE, ANY TRADE SECRETS, INFORMATION,
DATA, OR OTHER CONFIDENTIAL INFORMATION RELATING TO CUSTOMERS, EMPLOYEES, JOB
APPLICANTS, SERVICES, DEVELOPMENT PROGRAMS, PRICES, COSTS, MARKETING, TRADING,
INVESTMENT, SALES ACTIVITIES, PROMOTION, PROCESSES, SYSTEMS, CREDIT AND
FINANCIAL DATA, FINANCING METHODS, PLANS, PROPRIETARY COMPUTER SOFTWARE, REQUEST
FOR PROPOSAL DOCUMENTS, OR THE BUSINESS AND AFFAIRS OF THE COMPANY GENERALLY, OR
OF ANY AFFILIATE OF THE COMPANY.
B)
EXCEPTION TO CONFIDENTIALITY.
YOU SHALL NOT BE
PROHIBITED FROM DIVULGING INFORMATION DEEMED TO BE TRADE SECRET OR CONFIDENTIAL
OR PROPRIETARY INFORMATION OF THE COMPANY OR ANY