FOR DISCOVERY OR TRIAL AND TO TESTIFY TRUTHFULLY AS A WITNESS WHEN
REASONABLY REQUESTED BY THE COMPANY AT REASONABLE TIMES AND FOR REASONABLE TIME
PERIODS.
9.
CONFIDENTIALITY OF COMPANY INFORMATION; RESTRICTIVE COVENANTS.
THE PARTIES AGREE THAT BOTH THE NONCOMPETITION AGREEMENT AND THE CONFIDENTIAL
AND PROPRIETARY INFORMATION AGREEMENT WHICH SZYCHER AND THE COMPANY ENTERED INTO
ON OR ABOUT MARCH 27, 1998 (THE "CONFIDENTIALITY AGREEMENT") ARE INCORPORATED
HEREIN BY REFERENCE AND SHALL REMAIN IN FULL FORCE AND EFFECT FOLLOWING THE
EXECUTION OF THIS AGREEMENT.
10.
ACCORD AND SATISFACTION.
SZYCHER AGREES THAT THE PAYMENTS AND
BENEFITS SET FORTH IN THIS AGREEMENT, TOGETHER WITH ALL OTHER PAYMENTS AND
BENEFITS PREVIOUSLY PROVIDED TO HIM BY THE COMPANY, ARE COMPLETE PAYMENT,
SETTLEMENT, SATISFACTION AND ACCORD WITH RESPECT TO ALL OBLIGATIONS AND
LIABILITIES OF THE RELEASEES TO SZYCHER, AND WITH RESPECT TO ALL CLAIMS THAT
COULD BE ASSERTED BY SZYCHER AGAINST ANY OF THE RELEASEES REGARDING ANY
RELATIONSHIP BETWEEN SZYCHER AND THE COMPANY, AND ANY CHANGE IN OR CESSATION OF
ANY SUCH RELATIONSHIP, INCLUDING, WITHOUT
3
LIMITATION, ALL CLAIMS FOR WAGES, SALARY, EXPENSES, INCENTIVE PAY, BONUSES,
BUSINESS EXPENSES, PAID TIME OFF, EQUITY INTERESTS, SEVERANCE PAY, ATTORNEYS'
FEES, COMPENSATORY DAMAGES, EXEMPLARY DAMAGES, OR OTHER COMPENSATION, BENEFITS,
COSTS OR SUMS.
THE COMPANY AGREES THAT SZYCHER'S UNDERTAKINGS IN THIS
AGREEMENT, AND THE PERFORMANCE OF SUCH UNDERTAKINGS, ARE COMPLETE PAYMENT,
SETTLEMENT, SATISFACTION AND ACCORD WITH RESPECT TO ALL OBLIGATIONS AND
LIABILITIES OF SZYCHER TO THE COMPANY.
PROVIDED, HOWEVER, THAT NOTHING IN THIS
AGREEMENT IS INTENDED TO RELEASE OR DISCHARGE ANY OF THE COMPANY'S INSURANCE OR
INDEMNITY OBLIGATIONS TO SZYCHER REGARDING SZYCHER'S SERVICE AS PRESIDENT, CHIEF
EXECUTIVE OFFICER AND TREASURER AND MEMBER OF THE BOARD OF THE COMPANY OR ANY
OTHER POSITION WITH THE COMPANY HE MAY HAVE HELD.
11.
NON-DISPARAGEMENT; REFERENCES AND OTHER COMMUNICATIONS.
FROM THE
EXECUTION OF THIS AGREEMENT FORWARD, SZYCHER AGREES NOT TO MAKE ANY STATEMENT,
WRITTEN OR ORAL, WHICH DISPARAGES THE COMPANY, ITS BUSINESS AND SERVICES, OR ANY
OF ITS PARTNERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS.
SZYCHER
FURTHER AGREES NOT TO MAKE ANY STATEMENT OR TAKE ANY ACTION WHICH HAS THE
INTENDED OR FORESEEABLE EFFECT OF HARMING THE BUSINESS INTERESTS OF THE COMPANY,
AND TO REFRAIN FROM ENGAGING IN ANY COMMUNICATIONS REGARDING THE COMPANY WITH
SHAREHOLDERS, RESEARCH ANALYSTS OR OTHERS IN THE FINANCIAL COMMUNITY.
IN
ADDITION, SZYCHER AGREES THAT HE WILL REFRAIN FROM SPEAKING TO THIRD PARTIES ON
BEHALF OF THE COMPANY UNLESS REQUESTED TO DO SO BY THE CEO.
FOR ITS PART, THE COMPANY AGREES THAT ITS SENIOR EXECUTIVE OFFICERS AND THE
MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS WILL NOT MAKE ANY STATEMENT, WRITTEN
OR ORAL, TO ANY PERSON OR ENTITY NOT AFFILIATED WITH THE COMPANY (EXCLUDING
AGENTS OF THE COMPANY) WHICH DISPARAGES SZYCHER, HIS BUSINESS REPUTATION AND
QUALIFICATIONS, OR HIS EMPLOYMENT AS CHIEF EXECUTIVE OFFICER OF THE COMPANY.
NOTHING IN THIS PARAGRAPH SHALL PROHIBIT OR BAR THE PARTIES FROM PROVIDING
TRUTHFUL TESTIMONY IN ANY LEGAL PROCEEDING OR IN COMMUNICATING WITH ANY
GOVERNMENTAL AGENCY OR REPRESENTATIVE OR FROM MAKING ANY TRUTHFUL DISCLOSURE
REQUIRED UNDER