OF HIS RELATIONSHIP WITH THE
COMPANY OR ANY OF ITS AFFILIATES, NOR THE CHARACTER OF THE COMPANY OR ANY OF ITS
AFFILIATES OR THEIR RESPECTIVE AGENTS, REPRESENTATIVES, PRODUCTS, OR OPERATING
METHODS, WHETHER PAST, PRESENT, OR FUTURE, AND WHETHER OR NOT BASED ON OR WITH
REFERENCE TO THEIR PAST RELATIONSHIP; PROVIDED, HOWEVER, THAT THIS PARAGRAPH
SHALL HAVE NO APPLICATION TO ANY EVIDENCE OR TESTIMONY REQUESTED OF EXECUTIVE BY
ANY COURT OR GOVERNMENT AGENCY.
IN THE EVENT ANY GOVERNMENT AGENCY OR ANY OF
COMPANY'S OR ANY OF ITS AFFILIATES' PRESENT OR FUTURE LABOR UNIONS, ADVERSE
PARTIES IN ACTUAL OR POTENTIAL LITIGATION, SUPPLIERS, SERVICE PROVIDERS,
EMPLOYEES, OR CUSTOMERS INITIATE COMMUNICATIONS WITH THE EXECUTIVE, THE
EXECUTIVE AGREES THAT HE WILL ONLY INFORM ANY SUCH PERSONS, CONSISTENT WITH THIS
PARAGRAPH, OF HIS CHANGE IN STATUS AND DIRECT SUCH PERSONS TO AN APPROPRIATE
OFFICE OR CURRENT EMPLOYEE OF THE COMPANY.
8.
MISCELLANEOUS
(A)
THIS RELEASE AND THE AGREEMENT, AND ANY
OTHER DOCUMENTS EXPRESSLY REFERENCED THEREIN, CONSTITUTE THE COMPLETE AND ENTIRE
AGREEMENT AND UNDERSTANDING OF EXECUTIVE AND THE COMPANY WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND SUPERSEDES IN ITS ENTIRETY ANY AND ALL PRIOR
UNDERSTANDINGS, COMMITMENTS, OBLIGATIONS, AND/OR AGREEMENTS, WHETHER WRITTEN OR
ORAL, WITH RESPECT THERETO; IT BEING UNDERSTOOD AND AGREED THAT THIS RELEASE AND
INCLUDING THE MUTUAL COVENANTS, AGREEMENTS, ACKNOWLEDGMENTS, AND AFFIRMATIONS
CONTAINED HEREIN, IS INTENDED TO CONSTITUTE A COMPLETE SETTLEMENT AND RESOLUTION
OF ALL MATTERS SET FORTH IN SECTION 1 HEREOF.
(B)
THE COMPANY PARTIES ARE INTENDED THIRD-PARTY
BENEFICIARIES OF THIS RELEASE, AND THIS RELEASE MAY BE ENFORCED BY EACH OF THEM
IN ACCORDANCE WITH THE TERMS HEREOF IN RESPECT OF THE RIGHTS GRANTED TO SUCH
COMPANY PARTIES HEREUNDER.
EXCEPT AND TO THE EXTENT SET FORTH IN THE PRECEDING
SENTENCE, THIS RELEASE IS NOT INTENDED FOR THE BENEFIT OF ANY PERSON OTHER THAN
THE PARTIES HERETO, AND NO SUCH OTHER PERSON OR ENTITY SHALL BE DEEMED TO BE A
THIRD PARTY-BENEFICIARY HEREOF.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, IT IS NOT THE INTENTION OF THE COMPANY TO ESTABLISH ANY POLICY,
PROCEDURE, COURSE OF DEALING, OR PLAN OF GENERAL APPLICATION FOR THE BENEFIT OF
OR OTHERWISE IN RESPECT OF ANY OTHER EMPLOYEE, OFFICER, DIRECTOR, OR
STOCKHOLDER, IRRESPECTIVE OF ANY SIMILARITY BETWEEN ANY CONTRACT, AGREEMENT,
COMMITMENT, OR UNDERSTANDING BETWEEN THE COMPANY AND SUCH OTHER EMPLOYEE,
OFFICER, DIRECTOR, OR STOCKHOLDER, ON THE ONE HAND, AND ANY CONTRACT, AGREEMENT,
COMMITMENT, OR UNDERSTANDING BETWEEN THE COMPANY AND EXECUTIVE, ON THE OTHER
HAND, AND IRRESPECTIVE OF ANY SIMILARITY IN FACTS OR CIRCUMSTANCES INVOLVING
SUCH OTHER EMPLOYEE, OFFICER, DIRECTOR, OR STOCKHOLDER, ON THE ONE HAND, AND
EXECUTIVE, ON THE OTHER HAND.
(C)
THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION OF THIS RELEASE SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY
OTHER PROVISION OF THIS RELEASE, WHICH SHALL OTHERWISE REMAIN IN FULL FORCE AND
EFFECT.
4
(D)
THIS RELEASE MAY BE EXECUTED IN SEPARATE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH
TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
(E)