ACCEPT THE TERMS AND CONDITIONS OF
THIS LETTER, YOU MAY REVOKE YOUR ACCEPTANCE FOR A PERIOD OF SEVEN (7) DAYS
FOLLOWING THE DATE YOU EXECUTE THIS LETTER.
ANY REVOCATION WITHIN THIS PERIOD
MUST BE SUBMITTED IN WRITING TO JOHN E. BAKER, CHIEF EXECUTIVE OFFICER, GEM
SOLUTIONS, INC., 7935 AIRPORT PULLING ROAD N., SUITE 201, NAPLES, FL 34109.
THE
REVOCATION MUST BE PERSONALLY DELIVERED, OR MAILED AND POST MARKED WITHIN SEVEN
(7) DAYS OF YOUR ACCEPTANCE OF THIS LETTER.
THIS LETTER SHALL NOT BECOME
EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED.
9.
DURING THE MONTH OF FEBRUARY 2007, YOU
SHALL MAKE YOURSELF AVAILABLE AND COOPERATE IN PROVIDING ASSISTANCE TO THE
COMPANY IN CONCLUDING ANY BUSINESS OR LEGAL MATTERS.
WHILE THE COMPANY SHALL
HAVE NO OBLIGATION TO COMPENSATE YOU FOR SAID TIME OTHER THAN AS SET FORTH IN
THIS LETTER, THE COMPANY WILL REIMBURSE YOU FOR ALL REASONABLE AND NECESSARY
OUT-OF-POCKET EXPENSES ACTUALLY INCURRED BY YOU AS A RESULT OF YOUR PERFORMANCE
OF YOUR OBLIGATIONS UNDER THIS PARAGRAPH OF THIS LETTER, PROVIDED YOU RECEIVES
THE PRIOR WRITTEN APPROVAL FOR THE EXPENSES FROM ME OR THE INDIVIDUAL THEN
HOLDING THE OFFICE OF CEO OF GEM.
YOUR COOPERATION AND ASSISTANCE UNDER THIS
PARAGRAPH OF THIS LETTER SHALL NOT UNREASONABLY INTERFERE WITH ANY EMPLOYMENT
SEARCH YOU ARE UNDERTAKING OR ANY SUBSEQUENT EMPLOYMENT OBTAINED BY YOU AND YOU
SHALL BE PERMITTED TO TAKE ANY PERSONAL TIME OFF, PROVIDED SUCH REQUEST IS
REASONABLE.
10.
YOU REPRESENT AND ACKNOWLEDGE THAT AS AN
EMPLOYEE OF THE COMPANY YOU HAD ACCESS TO AND WERE ENTRUSTED WITH THE COMPANY'S
CONFIDENTIAL AND PROPRIETARY BUSINESS INFORMATION AND/OR TRADE SECRETS.
AT ALL
TIMES PRIOR TO, DURING, AND FOLLOWING YOUR SEPARATION YOU HAVE MAINTAINED AND
WILL MAINTAIN SUCH INFORMATION IN STRICT CONFIDENCE AND HAVE NOT DISCLOSED AND
WILL NOT DISCLOSE THE INFORMATION TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN
CONSENT OF ME OR THE INDIVIDUAL THEN HOLDING THE OFFICE OF CEO OF GEM.
IN ORDER
TO COMPLY WITH THESE OBLIGATIONS AND DUTIES, YOU SHALL CONTACT ME OR THE
INDIVIDUAL THEN HOLDING THE OFFICE OF CEO OF GEM PRIOR TO MAKING ANY DISCLOSURE
OF ANY BUSINESS INFORMATION ABOUT THE COMPANY.
2
11.
YOU AGREE THAT YOU SHALL, NO LATER THAN
MARCH 16, 2007, RETURN TO GEM ALL PROPERTY OF THE COMPANY IN YOUR POSSESSION OR
CONTROL WHICH REFER OR RELATE TO THE COMPANY'S BUSINESS, OR WHICH ARE OTHERWISE
THE PROPERTY OF THE COMPANY, INCLUDING, BUT NOT LIMITED TO, ALL CONFIDENTIAL AND
PROPRIETARY BUSINESS INFORMATION, PAPERS, DOCUMENTS, LETTERS, INVOICES, NOTES,
MEMO­RANDA, KEYS, RECORDS, CUSTOMER AND SUPPLIER LISTS, CUSTOMER AND SUPPLIER
MATERIALS OR DOCUMENTS, COMPUTERS, COMPUTER DATA, OFFICE EQUIPMENT, AND
EMPLOYMENT RECORDS, WHICH WERE CREATED BY YOU OR OTHER EMPLOY­EES, AGENTS AND
MEMBERS OR SUPPLIERS OF THE COMPANY IN THE COURSE OF THEIR EMPLOYMENT AND/OR
RELATIONSHIP WITH THE COMPANY, AS WELL AS COPIES OR MULTIPLE VERSIONS THEREOF,
REGARDLESS OF THE FORM OR MEDIUM RETAINED OR STORED IN (INCLUDING PAPER,
ELECTRONIC OR DIGITAL FORM).
YOU SHALL NOT RETAIN IN YOUR POSSESSION OR CONTROL
ANY REPRODUCTIONS,