PARTIES HERETO.
THIS LETTER AGREEMENT IS BINDING UPON
AND SHALL INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE AGENTS,
ASSIGNS, HEIRS, EXECUTORS, SUCCESSORS AND ADMINISTRATORS.
9.
WAIVER OF RIGHTS - NO DELAY OR OMISSION BY THE COMPANY IN
EXERCISING ANY RIGHT UNDER THIS LETTER AGREEMENT SHALL OPERATE AS A WAIVER OF
THAT OR ANY OTHER RIGHT.
A WAIVER OR CONSENT GIVEN BY THE COMPANY ON ANY ONE
OCCASION SHALL BE EFFECTIVE ONLY IN THAT INSTANCE AND SHALL NOT BE CONSTRUED AS
A BAR OR WAIVER OF ANY RIGHT ON ANY OTHER OCCASION.
3
10.
VALIDITY - SHOULD ANY PROVISION OF THIS LETTER AGREEMENT BE
DECLARED OR BE DETERMINED BY ANY COURT OF COMPETENT JURISDICTION TO BE ILLEGAL
OR INVALID, THE VALIDITY OF THE REMAINING PARTS, TERMS OR PROVISIONS SHALL NOT
BE AFFECTED THEREBY AND SAID ILLEGAL OR INVALID PART, TERM OR PROVISION SHALL BE
DEEMED NOT TO BE A PART OF THIS LETTER AGREEMENT.
11.
CONFIDENTIALITY - TO THE EXTENT PERMITTED BY LAW, YOU UNDERSTAND
AND AGREE THAT, AS A CONDITION FOR PAYMENT TO YOU OF THE SEVERANCE BENEFITS
HEREIN DESCRIBED, THE TERMS AND CONTENTS OF THIS LETTER AGREEMENT, AND THE
CONTENTS OF THE NEGOTIATIONS AND DISCUSSIONS RESULTING IN THIS LETTER AGREEMENT,
SHALL BE MAINTAINED AS CONFIDENTIAL BY YOU AND YOUR AGENTS AND REPRESENTATIVES
AND SHALL NOT BE DISCLOSED TO ANY THIRD PARTY EXCEPT TO THE EXTENT REQUIRED BY
FEDERAL OR STATE LAW OR AS OTHERWISE AGREED TO IN WRITING BY THE COMPANY.
12.
COOPERATION - YOU AGREE TO COOPERATE WITH THE COMPANY IN THE
INVESTIGATION, DEFENSE OR PROSECUTION OF ANY CLAIMS OR ACTIONS NOW IN EXISTENCE
OR WHICH MAY BE BROUGHT IN THE FUTURE AGAINST OR ON BEHALF OF THE COMPANY.
YOUR
COOPERATION IN CONNECTION WITH SUCH CLAIMS OR ACTIONS SHALL INCLUDE, BUT NOT BE
LIMITED TO, BEING AVAILABLE TO MEET WITH THE COMPANY'S COUNSEL TO PREPARE FOR
DISCOVERY OR ANY MEDIATION, ARBITRATION, TRIAL, ADMINISTRATIVE HEARING OR OTHER
PROCEEDING OR TO ACT AS A WITNESS WHEN REASONABLY REQUESTED BY THE COMPANY AT
MUTUALLY AGREEABLE TIMES AND AT LOCATIONS MUTUALLY CONVENIENT TO YOU AND THE
COMPANY.
YOU ALSO AGREE TO COOPERATE WITH THE COMPANY IN THE TRANSITIONING OF
YOUR WORK, AND WILL BE AVAILABLE TO THE COMPANY FOR THIS PURPOSE OR ANY OTHER
PURPOSE REASONABLY REQUESTED BY THE COMPANY.
13.
TAX PROVISION - IN CONNECTION WITH THE SEVERANCE BENEFITS PROVIDED
TO YOU PURSUANT TO THIS LETTER AGREEMENT, THE COMPANY SHALL WITHHOLD AND REMIT
TO THE TAX AUTHORITIES THE AMOUNTS REQUIRED UNDER APPLICABLE LAW, AND YOU SHALL
BE RESPONSIBLE FOR ALL APPLICABLE TAXES WITH RESPECT TO SUCH SEVERANCE BENEFITS
UNDER APPLICABLE LAW.
YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING UPON ADVICE OR
REPRESENTATION OF THE COMPANY WITH RESPECT TO THE TAX TREATMENT OF ANY OF THE
SEVERANCE BENEFITS SET FORTH IN ATTACHMENT A.
14.
NATURE OF AGREEMENT - YOU UNDERSTAND AND AGREE THAT THIS LETTER
AGREEMENT IS A SEVERANCE AGREEMENT AND DOES NOT CONSTITUTE AN ADMISSION OF
LIABILITY OR WRONGDOING ON THE PART OF THE COMPANY.
15.
ACKNOWLEDGMENTS