the performance of her job duties,
occurring up to and including the date of this Agreement, including any right to
recover any relief as a result of any such proceeding or any proceeding brought
on its behalf, other than for the performance of this Agreement or any claims
arising out of any activities by Executive that constitute fraud or criminal
misconduct.
As of the date of the Companies' signatures below, the Companies
have no knowledge of any such activities by the Executive.
9.
PROMISE NOT TO SEEK RE-EMPLOYMENT.
EXECUTIVE PROMISES NOT TO REAPPLY NOR OTHERWISE SEEK RE-EMPLOYMENT WITH THE
COMPANIES.
10.
RESIGNATION.
EXECUTIVE HEREBY AGREES TO
RESIGN ALL OFFICER AND DIRECTOR POSITIONS SHE MAY HOLD IN THE COMPANIES AND IN
ANY OTHER ENTITY FOR WHICH EXECUTIVE SERVES AS AN OFFICER OR DIRECTOR AT THE
REQUEST OF THE COMPANIES, ALL SUCH RESIGNATIONS TO BE EFFECTIVE AS OF THE
TRANSITION DATE OR JUNE 30, 2007, WHICHEVER IS THE FIRST TO OCCUR.
EXECUTIVE
AGREES TO EXECUTE AND DELIVER APPROPRIATE FORMAL LETTERS PREPARED BY THE
COMPANIES AND APPROVED BY HER CONFIRMING RESIGNATION TO EACH AFFECTED ENTITY
UPON THE COMPANIES' REQUEST.
11.
FURTHER OBLIGATIONS OF THE EXECUTIVE.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT SHE REMAINS FULLY BOUND BY ALL OF THE
TERMS AND CONDITIONS OF SECTION 6 OF THE EEA, AS THE SAME MAY BE AMENDED BY THIS
AGREEMENT.
SECTION 6(C) OF THE EEA AND ALL OTHER COMPENSATION, STOCK AND
BENEFIT PLANS CONTAINING POST-EMPLOYMENT RESTRICTIONS ON COMPETITION ARE HEREBY
AMENDED TO BE AND READ AS FOLLOWS:
"DURING (I) THE EXECUTIVE'S EMPLOYMENT BY
THE COMPANIES AND (II) THE EIGHTEEN (18) MONTH PERIOD FOLLOWING THE END OF THE
EXECUTIVE'S EMPLOYMENT PERIOD, THE EXECUTIVE SHALL NOT WITHIN THE UNITED STATES
AND CANADA IN ANY CAPACITY (WHETHER AS AN OWNER, EMPLOYEE, CONSULTANT OR
OTHERWISE) AT ANY TIME PERFORM, MANAGE, SUPERVISE, OR BE RESPONSIBLE OR
ACCOUNTABLE FOR ANYONE ELSE WHO IS PERFORMING SERVICES - WHICH ARE THE SAME AS,
SUBSTANTIALLY SIMILAR OR RELATED TO THE SERVICES THE EXECUTIVE IS PROVIDING, OR
DURING THE LAST TWO YEARS OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANIES HAS
PROVIDED, FOR THE COMPANIES OR THEIR SUBSIDIARIES - FOR, OR ON BEHALF OF, THE
FOLLOWING:
S.P. RICHARDS COMPANY; BUNZL
Page 7 of 11
PLC; TECH DATA CORPORATION; INGRAM MICRO INC.; SYNNEX CORPORATION; ACTIONEMCO;
OFFICE DEPOT INC.; OFFICEMAX INCORPORATED; STAPLES, INC.; AND CORPORATE EXPRESS,
INC."
12.
CONTRACTUAL CAPACITY.
EXECUTIVE AGREES AND
ACKNOWLEDGES THAT SHE HAS ENTERED INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY
AND WITHOUT PRESSURE OR DURESS.
BY SIGNING THIS AGREEMENT, EXECUTIVE STATES
THAT SHE:
(A)
HAS READ IT FULLY AND UNDERSTANDS THE
AGREEMENT'S TERMS AND CONDITIONS;
(B)
HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY
OF HER OWN CHOICE AT HER OWN EXPENSE PRIOR TO EXECUTING THIS AGREEMENT;
(C)
HAS WAIVED ANY LEGAL CLAIM OR ANY RIGHT TO
BRING A LAWSUIT AGAINST THE COMPANIES BASED ON ANY ACTIONS TAKEN BY THE
COMPANIES UP TO THE DATE OF THE SIGNING OF THIS AGREEMENT;
(D)
HAS HAD OR MAY HAVE AT LEAST TWENTY-ONE (21)
DAYS DURING WHICH TO