TECHNOLOGY),
OR OTHERWISE MALIGN THE BUSINESS OR REPUTATION OF ANY OF THE FOREGOING ENTITIES
OR PERSONS ("ADVERSE INFORMATION"); PROVIDED, HOWEVER, THAT IF, AFTER CONSULTING
WITH LEGAL COUNSEL, EITHER PARTY DETERMINES THAT IT IS LEGALLY COMPELLED TO
DISCLOSE ADVERSE INFORMATION TO ANY TRIBUNAL OR GOVERNMENTAL AGENCY OR ELSE
STAND LIABLE FOR CONTEMPT OR SUFFER OTHER SIMILAR CENSURE OR PENALTY, THEN THE
DISCLOSURE TO SUCH TRIBUNAL OR GOVERNMENTAL AGENCY OF ONLY THAT ADVERSE
INFORMATION WHICH SUCH COUNSEL ADVISES IS LEGALLY REQUIRED TO BE DISCLOSED SHALL
NOT CONSTITUTE A BREACH OF THIS SECTION, PROVIDED THAT EACH PARTY SHALL GIVE THE
OTHER AS MUCH ADVANCE NOTICE OF SUCH DISCLOSURE AS IS REASONABLY PRACTICABLE;
PROVIDED, FURTHER, THAT NOTHING CONTAINED IN THIS SECTION IS INTENDED TO PREVENT
EITHER PARTY FROM TESTIFYING TRUTHFULLY IN ANY LEGAL PROCEEDING.
13.
NON-ADMISSION OF LIABILITY.
EXECUTIVE ACKNOWLEDGES THAT THE
COMPANY DENIES ANY WRONGDOING WHATSOEVER IN CONNECTION WITH EXECUTIVE, HIS
EMPLOYMENT, AND THE CESSATION OF THAT EMPLOYMENT, AND THAT THE SEVERANCE PAYMENT
MADE PURSUANT TO THIS AGREEMENT IS MADE SOLELY FOR THE PURPOSE OF AMICABLY
RESOLVING ANY DISPUTES THE PARTIES MAY HAVE ARISING FROM THE EMPLOYMENT
RELATIONSHIP AND FOR EXECUTIVE'S AGREEMENTS SET FORTH HEREIN.
EXECUTIVE AND THE
COMPANY EXPRESSLY UNDERSTAND AND AGREE THAT NOTHING CONTAINED IN THIS AGREEMENT
SHALL CONSTITUTE OR BE TREATED AS AN ADMISSION OF ANY WRONGDOING OR LIABILITY ON
THE PART OF EXECUTIVE OR THE COMPANY.
14.
NO OTHER PAYMENTS DUE.
EXECUTIVE UNDERSTANDS AND AGREES THAT THIS
AGREEMENT IS INTENDED TO AND DOES BAR ALL CLAIMS EXECUTIVE HAS OR MAY HAVE FOR
INJURIES, LOSSES, DAMAGES, WAGES, SALARIES, BONUSES, COMMISSIONS, OVERTIME PAY,
VACATION PAY, SEVERANCE PAY, CAR ALLOWANCE, BENEFITS, COSTS, EXPENSES,
ATTORNEYS' FEES, OR ANY SIMILAR CLAIMS THAT EXECUTIVE COULD POSSIBLY HAVE
AGAINST THE COMPANY OR ITS AFFILIATES, AND THAT EXECUTIVE IS NOT ENTITLED TO
RECEIVE AND WILL NOT CLAIM ANY RIGHT, BENEFIT, OR COMPENSATION OTHER THAN WHAT
IS SET FORTH ABOVE IN THIS AGREEMENT.
6
15.
RETURN OF COMPANY PROPERTY.
EXCEPT FOR THE COMPANY LAPTOP
COMPUTER CURRENTLY USED BY EXECUTIVE, EXECUTIVE AGREES TO RETURN TO THE COMPANY
ALL OFFICE KEYS, BUILDING ACCESS CARDS, COMPANY CREDIT CARDS, EQUIPMENT,
DOCUMENTS, AND ANY OTHER MATERIALS OF THE COMPANY THAT EXECUTIVE HAS IN HIS
POSSESSION, CUSTODY, OR CONTROL ON OR BEFORE MARCH 29, 2005.
EXECUTIVE MAY
RETAIN THE COMPANY LAPTOP CURRENTLY USED BY HIM, AND SUCH COMPUTER SHALL BECOME
THE PROPERTY OF EXECUTIVE AFTER COMPANY'S REPRESENTATIVES FIRST REMOVE ANY OF
COMPANY'S CONFIDENTIAL INFORMATION.
16.
OWNERSHIP OF CLAIMS.
EXECUTIVE REPRESENTS AND WARRANTS THAT HE IS
THE SOLE AND LAWFUL OWNER OF ALL RIGHTS, TITLE, AND INTEREST IN AND TO ALL
RELEASED MATTERS, CLAIMS AND DEMANDS REFERRED TO HEREIN.
EXECUTIVE FURTHER
REPRESENTS AND WARRANTS THAT THERE HAS BEEN NO ASSIGNMENT OR OTHER TRANSFER OF
ANY INTEREST IN ANY SUCH MATTERS, CLAIMS OR DEMANDS WHICH EXECUTIVE MAY HAVE
AGAINST THE COMPANY OR ANY AFFILIATE.
17.
NON-CONFIDENTIALITY OF THIS AGREEMENT.
THE PARTIES UNDERSTAND AND
AGREE THAT THE PRINCIPAL TERMS OF THIS AGREEMENT HAVE BEEN PUBLICLY DISCLOSED
AND THAT A COPY OF THIS AGREEMENT MAY BE FILED