AND FICA.
THIS PAYMENT WILL BE MADE NO LATER THAN JULY 31, 2008.
B.
Medical Insurance Benefits.
The Company,
pursuant to federal and state law, will provide, for a period of eighteen (18)
months following the effective date of Employee's termination ("COBRA Period"),
a continuation of the group medical insurance coverage previously provided to
Employee by the Company, entirely at Employee's expense.
C.
Salary.
Effective August 1, 2008, the
Employee will retain current salary plan, all current benefit plans, and will
remain the Chief Executive Officer and Corporate Officer until further notice by
the Board of Directors.
4.
EMPLOYEE OBLIGATIONS.
AS MATERIAL
INDUCEMENT TO COMPANY IN ENTERING INTO THIS AGREEMENT AND PROVIDING THE
CONSIDERATION DESCRIBED IN SECTION 3, EMPLOYEE HEREBY AGREES AS FOLLOWS:
A.
RELEASE.
EMPLOYEE AGREES TO RELEASE ALL
EMPLOYEE'S CLAIMS.
EMPLOYEE ACKNOWLEDGES THAT THE MONEY AND PROMISES RECEIVED
AND TO BE RECEIVED BY EMPLOYEE ARE IN EXCHANGE FOR THE RELEASE OF EMPLOYEE'S
CLAIMS.
B.
COVENANT NOT TO SUE.
EMPLOYEE AGREES
THAT HE WILL NOT INITIATE ANY LITIGATION TO PURSUE CLAIMS WHICH EMPLOYEE
RELEASED IN SECTION 4.A.
THIS COVENANT DOES NOT APPLY TO LITIGATION CHALLENGING
THE VALIDITY OF SECTION 4.A.
EXCLUDED FROM THIS COVENANT ARE ANY CLAIMS WHICH
CANNOT BE WAIVED BY LAW, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO FILE A
CHARGE WITH OR PARTICIPATE IN ANY INVESTIGATION CONDUCTED BY THE EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION ("EEOC") OR ANY STATE OR LOCAL AGENCY.
EMPLOYEE AGREES TO WAIVE, HOWEVER, HIS RIGHT TO ANY MONETARY RECOVERY SHOULD THE
EEOC OR ANY STATE OR LOCAL AGENCY PURSUE ANY CLAIMS ON EMPLOYEE'S BEHALF.
FURTHER, EMPLOYEE AGREES TO PAY COMPANY'S ATTORNEYS FEES IF EMPLOYEE BREACHES
THE COVENANT NOT TO SUE CONTAINED IN THIS SECTION 4.B.
C.
COMPANY PROPERTY.
EMPLOYEE WILL RETURN
ALL PROPERTY BELONGING TO COMPANY TO COMPANY IMMEDIATELY UPON THE EXECUTION OF
THIS AGREEMENT, WHETHER SUCH PROPERTY IS CURRENTLY ON OR OFF THE PREMISES OF
COMPANY, INCLUDING, WITHOUT LIMITATION, ANY AND ALL COMPUTER HARDWARE OR
COMPUTER SOFTWARE.
D.
CONFIDENTIALITY.
FOR ALL TIME HEREAFTER
FOREVER, EMPLOYEE WILL NOT USE OR MAKE AVAILABLE OR DIVULGE TO ANY PERSON, FIRM,
CORPORATION OR OTHER ENTITY ANY INFORMATION OF OR REGARDING COMPANY INCLUDING,
WITHOUT LIMITATION, TRADE SECRETS, CUSTOMER LISTS, BUSINESS POLICIES, FINANCIAL
INFORMATION, TECHNICAL INFORMATION, METHODS OF OPERATION, MARKETING PROGRAMS,
CUSTOMER PRICE LISTS OR ANY OTHER CONFIDENTIAL OR SECRET INFORMATION CONCERNING
THE BUSINESS AND AFFAIRS OF COMPANY OR ANY OF ITS AFFILIATES.
E.
CONFIDENTIALITY OF AGREEMENT.
EMPLOYEE
AGREES THAT HE WILL KEEP THE TERMS AND CONDITIONS OF THIS AGREEMENT STRICTLY
CONFIDENTIAL EXCEPT THAT EMPLOYEE MAY DISCLOSE THE TERMS AND CONDITIONS OF THIS
AGREEMENT TO HIS SPOUSE, IF ANY, ATTORNEY, TAX PREPARER,
2
GOVERNMENT AGENCIES, OR AS REQUIRED BY LAW.
EMPLOYEE AGREES THAT IN THE EVENT
THAT EMPLOYEE DISCLOSES ANY OF THE TERMS OF THIS AGREEMENT, INCLUDING THE FACT
OF PAYMENT OTHER THAN AS SET FORTH ABOVE, HE SHALL BE LIABLE TO COMPANY AS SET
FORTH IN SECTION 4.G. OF THIS AGREEMENT AND FOR ANY AND ALL INJURIES OR DAMAGES
SUSTAINED BY COMPANY INCLUDING COSTS, DISBURSEMENTS AND ATTORNEYS' FEES