BY-LAWS, THE
COMPANY'S CERTIFICATE OF INCORPORATION OR OTHERWISE WITH REGARD TO YOUR SERVICE
AS AN OFFICER OF THE COMPANY; (II) RIGHTS UNDER ANY TAX-QUALIFIED PENSION PLAN
MAINTAINED BY THE COMPANY OR UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"); (III) RIGHTS UNDER THIS AGREEMENT; OR (IV) YOUR
GENERAL RIGHTS AS A COMMON STOCKHOLDER OF THE COMPANY.
10.
COMPANY POLICIES, PLANS AND PROGRAMS.
WHENEVER ANY RIGHTS UNDER THIS
AGREEMENT DEPEND ON THE TERMS OF A POLICY, PLAN OR PROGRAM ESTABLISHED OR
MAINTAINED BY THE COMPANY, ANY DETERMINATION OF THESE RIGHTS SHALL BE MADE ON
THE BASIS OF THE POLICY, PLAN OR PROGRAM IN EFFECT AT THE TIME AS OF WHICH THE
DETERMINATION IS MADE.
NO REFERENCE IN THIS AGREEMENT TO ANY POLICY, PLAN OR
PROGRAM ESTABLISHED OR MAINTAINED BY THE COMPANY SHALL PRECLUDE THE COMPANY FROM
PROSPECTIVELY OR RETROACTIVELY CHANGING OR AMENDING OR TERMINATING THAT POLICY,
PLAN OR PROGRAM OR ADOPTING A NEW POLICY, PLAN OR PROGRAM IN LIEU OF THE
THEN-EXISTING POLICY, PLAN OR PROGRAM.
11.
CONFIDENTIALITY OF AGREEMENT.
A)
THE EXISTENCE, TERMS, AND CONDITIONS OF
THIS AGREEMENT ARE AND WILL BE DEEMED TO BE FULLY CONFIDENTIAL AND WILL NOT BE
DISCLOSED BY YOU TO ANY OTHER PERSON OR ENTITY, EXCEPT: (I) AS MAY BE REQUIRED
BY LAW; (II) TO YOUR ACCOUNTANT TO THE EXTENT NECESSARY TO PREPARE YOUR TAX
RETURNS; (III) TO YOUR SPOUSE AND ATTORNEY, PROVIDED THAT, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, YOU GIVE TO EACH SUCH PERSON TO WHOM DISCLOSURE IS MADE NOTICE
OF THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT AND EACH AGREES TO KEEP THE
EXISTENCE, TERMS AND CONDITIONS OF THIS AGREEMENT FULLY CONFIDENTIAL.
YOU, YOUR
ACCOUNTANT, ATTORNEY AND SPOUSE FURTHER AGREE NOT TO SOLICIT OR INITIATE ANY
DEMAND BY OTHERS NOT PARTY TO THIS AGREEMENT FOR ANY DISCLOSURE OF THE
EXISTENCE, TERMS OR CONDITIONS OF THIS AGREEMENT.
B)
YOU AGREE THAT THIS AGREEMENT MAY BE USED BY YOU OR THE COMPANY ONLY AS
EVIDENCE IN A SUBSEQUENT PROCEEDING IN WHICH EITHER YOU OR THE COMPANY ALLEGES A
BREACH OF THIS AGREEMENT.
YOU FURTHER AGREE THAT THIS AGREEMENT OTHERWISE WILL
NOT BE FILED WITH A COURT OR USED FOR ANY OTHER PURPOSE.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, YOU ACKNOWLEDGE THAT THE EXISTENCE, TERMS AND
CONDITIONS OF THIS AGREEMENT MAY BE DISCLOSED BY THE COMPANY TO THE EXTENT
REQUIRED BY LAW, INCLUDING, WITHOUT LIMITATION, AS REQUIRED BY LEGAL FILING OR
DISCLOSURE REQUIREMENTS, OR AS OTHERWISE ADVISED BY THE COMPANY'S LEGAL COUNSEL.
12.
RESOLUTION OF DISPUTES.
A)
EXCEPT AS SET FORTH IN SECTION 12(B), THE PARTIES SHALL SUBMIT ANY CLAIM,
DEMAND, DISPUTE, CHARGE OR CAUSE OF ACTION (IN ANY SUCH CASE, A "CLAIM") ARISING
OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT TO BINDING ARBITRATION
IN CONFORMANCE WITH THE J*A*M*S/ENDISPUTE STREAMLINED ARBITRATION RULES AND
PROCEDURES OR THE J*A*M*S/ENDISPUTE COMPREHENSIVE ARBITRATION RULES AND
PROCEDURES, AS APPLICABLE, BUT EXPRESSLY EXCLUDING RULE 28 OF THE J*A*M*S/
ENDISPUTE STREAMLINED RULES AND RULE 33 OF THE J*A*M*S/ENDISPUTE COMPREHENSIVE
RULES, AS THE CASE MAY