of supporting
documentation, provided that appropriate expense reports have been submitted by
your Separation Date.
Effective on your Separation Date, the Company will no
longer pay for or reimburse you for any charges or fees incurred in connection
with your cellular phone.
Should you decide to retain the cellular phone, you
agree that all expenses incurred in connection with the phone will be paid by
you.
9.
Company Property
You agree that all Company property, including but not limited to, automobiles,
credit cards, keys, documents, software, computer data, records, or any other
materials, will be returned by your Separation Date.
10.
Non-Admission
You agree that this Agreement is not an admission of guilt or wrongdoing by the
Released Parties, and acknowledge that the Released Parties do not believe or
admit that any of them has done anything wrong.
11.
Cooperation
BOTH DURING AND AFTER THE 2006 CONSULTING PERIOD, YOU SHALL COOPERATE FULLY AND
VOLUNTARILY WITH THE COMPANY AND WITH THE COMPANY'S COUNSEL IN CONNECTION WITH
ANY PAST, PRESENT OR FUTURE, ACTUAL OR THREATENED, LITIGATION, CLAIMS,
INVESTIGATIONS, HEARINGS, ACTIONS, OR ADMINISTRATIVE PROCEEDING INVOLVING THE
COMPANY THAT RELATE TO EVENTS, OCCURRENCES OR CONDUCT OCCURRING (OR CLAIMED TO
HAVE OCCURRED) DURING THE PERIOD OF YOUR EMPLOYMENT BY THE COMPANY.
THIS
COOPERATION BY YOU SHALL INCLUDE, BUT NOT BE LIMITED TO, (I) BEING REASONABLY
AVAILABLE FOR INTERVIEWS AND DISCUSSIONS WITH THE COMPANY'S COUNSEL AS WELL AS
FOR DEPOSITIONS AND TRIAL TESTIMONY;
(II) IF DEPOSITIONS OR TRIAL TESTIMONY ARE
TO OCCUR, BEING REASONABLY AVAILABLE AND COOPERATING IN THE PREPARATION
THEREFORE AS
5
AND TO THE EXTENT THAT THE COMPANY OR ITS COUNSEL REQUEST; (III) REFRAINING FROM
IMPEDING IN ANY WAY THE COMPANY'S PROSECUTION OR DEFENSE OF ANY SUCH LITIGATION,
CLAIMS, INVESTIGATIONS, HEARINGS, ACTIONS, OR ADMINISTRATIVE PROCEEDING;
(IV) COOPERATING FULLY IN THE DEVELOPMENT AND PRESENTATION OF PROSECUTION OR
DEFENSE OF ANY SUCH LITIGATION, CLAIMS, INVESTIGATIONS, HEARINGS, ACTIONS, OR
ADMINISTRATIVE PROCEEDING;
(V) PROVIDING, ON A TIMELY BASIS, ADVICE AND
CONSULTATIONS AS REASONABLY REQUESTED BY THE COMPANY; (VI) ATTENDING DEPOSITIONS
(WHETHER OR NOT YOU ARE DEPOSED), HEARINGS, INVESTIGATIONS, TRIALS OR
ARBITRATIONS, ASSISTING IN RESPONSE TO DISCOVERY REQUESTS, MEETING WITH COUNSEL
FOR THE COMPANY, AND PROVIDING WRITTEN STATEMENTS AND/OR AFFIDAVITS, ALL AS
REQUESTED BY THE COMPANY'S GENERAL COUNSEL, OR HIS OR HER DESIGNEE; AND
(VII) PROMPTLY NOTIFYING THE COMPANY'S GENERAL COUNSEL OR HIS OR HER DESIGNEE,
IF YOU ARE CONTACTED BY ANY PARTY, THIRD PARTY OR BY COUNSEL OR A REPRESENTATIVE
REPRESENTING PARTIES WITH RESPECT TO CLAIMS OR LITIGATION ADVERSE TO THE
COMPANY, AND AVOIDING DISCUSSIONS WITH OR OTHERWISE PROVIDING INFORMATION TO
SUCH PARTY, THIRD PARTY, COUNSEL OR REPRESENTATIVE PRIOR TO DISCUSSIONS WITH
GENERAL COUNSEL, OR HIS OR HER DESIGNEE, OR HIS OR HER REPRESENTATIVES, AND THEN
ONLY IN THE PRESENCE OF THE COMPANY'S REPRESENTATIVES (UNLESS OTHERWISE REQUIRED
BY COURT ORDER).
YOU AGREE TO PROVIDE, ON A TIMELY BASIS, ADVICE AND CONSULTATION UPON THE
REASONABLE REQUEST OF THE COMPANY'S SENIOR MANAGEMENT TEAM WITH RESPECT TO
BUSINESS, OPERATIONAL, FINANCIAL, PERSONNEL AND OTHER MATTERS RELATING TO THE
PERIOD OF YOUR