RESPOND AND PROVIDE INFORMATION WITH REGARD TO
MATTERS IN WHICH YOU HAVE KNOWLEDGE AS A RESULT OF YOUR EMPLOYMENT WITH THE
COMPANY, AND WILL PROVIDE ASSISTANCE TO THE COMPANY AND ITS REPRESENTATIVES IN
THE DEFENSE OR PROSECUTION OF ANY CLAIMS THAT MAY BE MADE BY OR AGAINST THE
COMPANY, TO THE EXTENT THAT SUCH CLAIMS MAY RELATE TO THE PERIOD OF YOUR
EMPLOYMENT WITH THE COMPANY.
YOU AGREE TO PROMPTLY INFORM THE COMPANY IF YOU
BECOME AWARE OF ANY LAWSUITS INVOLVING SUCH CLAIMS THAT MAY BE FILED OR
THREATENED AGAINST THE COMPANY.
YOU ALSO AGREE TO PROMPTLY INFORM THE COMPANY
(TO THE EXTENT YOU ARE LEGALLY PERMITTED TO DO SO) IF YOU ARE ASKED TO ASSIST IN
ANY INVESTIGATION OF THE COMPANY (OR ITS ACTIONS), REGARDLESS OF WHETHER A
LAWSUIT OR OTHER PROCEEDING HAS THEN BEEN FILED AGAINST THE COMPANY WITH RESPECT
TO SUCH INVESTIGATION, AND WILL NOT DO SO UNLESS LEGALLY REQUIRED.
UPON
PRESENTMENT TO THE COMPANY OF APPROPRIATE DOCUMENTATION, THE COMPANY WILL
COMPENSATE YOU AT YOUR CUSTOMARY PER DIEM CONSULTING FEE IN EFFECT AT THE TIME,
PLUS REASONABLE EXPENSES, IN CONNECTION WITH ANY ACTIONS REQUESTED BY THE
COMPANY UNDER THIS PARAGRAPH FOLLOWING THE TERMINATION OF YOUR EMPLOYMENT.
FOLLOWING THE TERMINATION OF YOUR EMPLOYMENT, THE COMPANY AGREES THAT IT WILL
COORDINATE ANY SUCH REQUEST FOR ASSISTANCE WITH YOUR OTHER BUSINESS OR
PROFESSIONAL COMMITMENTS AND RESPONSIBILITIES TO MINIMIZE THE DEGREE TO WHICH
SUCH REQUEST INTERFERES WITH SUCH COMMITMENTS AND RESPONSIBILITIES.
8
(F)
TOLLING.
IN THE EVENT OF ANY VIOLATION OF THE PROVISIONS OF THIS
PARAGRAPH 7, YOU ACKNOWLEDGE AND AGREE THAT THE POST-TERMINATION RESTRICTIONS
CONTAINED IN THIS PARAGRAPH 7 SHALL BE EXTENDED BY A PERIOD OF TIME EQUAL TO THE
PERIOD OF SUCH VIOLATION, IT BEING THE INTENTION OF THE PARTIES HERETO THAT THE
RUNNING OF THE APPLICABLE POST-TERMINATION RESTRICTION PERIOD SHALL BE TOLLED
DURING ANY PERIOD OF SUCH VIOLATION.
(G)
EQUITABLE RELIEF.
NOTWITHSTANDING ANYTHING IN THIS LETTER
AGREEMENT TO THE CONTRARY, IN THE EVENT OF A BREACH OR THREATENED BREACH BY YOU
OF THE PROVISIONS OF PARAGRAPH 7, YOU ACKNOWLEDGE THAT THE COMPANY'S REMEDIES AT
LAW WOULD BE INADEQUATE AND, IN RECOGNITION OF THIS FACT, YOU AGREES THAT, IN
THE EVENT OF SUCH A BREACH OR THREATENED BREACH, IN ADDITION TO ANY REMEDIES AT
LAW, THE COMPANY, WITHOUT POSTING ANY BOND, SHALL BE ENTITLED TO OBTAIN
EQUITABLE RELIEF IN THE FORM OF SPECIFIC PERFORMANCE, A TEMPORARY RESTRAINING
ORDER, A TEMPORARY OR PERMANENT INJUNCTION OR ANY OTHER EQUITABLE REMEDY WHICH
MAY THEN BE AVAILABLE.
(H)
SURVIVAL OF PROVISIONS.
THE OBLIGATIONS CONTAINED IN THIS
PARAGRAPH 7 WILL SURVIVE THE TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY AND
WILL BE FULLY ENFORCEABLE THEREAFTER.
8.
REPRESENTATIONS.
YOU REPRESENT AND WARRANT TO THE COMPANY THAT:
(A) YOU HAVE THE LEGAL RIGHT TO ENTER INTO THIS LETTER AGREEMENT AND TO PERFORM
ALL OF THE OBLIGATIONS ON YOUR PART TO BE PERFORMED HEREUNDER IN ACCORDANCE WITH
ITS TERMS; (B) YOU ARE NOT A PARTY TO ANY CONTRACT, AGREEMENT OR UNDERSTANDING,
WRITTEN OR ORAL, WHICH COULD