law cannot be waived, including but not limited to unwaivable rights Executive
may have under the California Labor Code.
Nothing in this Agreement shall limit
Executive's right to file a charge or complaint with any state or federal agency
or to participate or cooperate in such a manner.
(D)
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED TO PREVENT EXECUTIVE FROM FILING A CHARGE WITH OR PARTICIPATING IN AN
INVESTIGATION CONDUCTED BY ANY GOVERNMENTAL AGENCY, INCLUDING, WITHOUT
LIMITATION, THE UNITED STATES EQUAL EMPLOYMENT OPPORTUNITY COMMISSION ("EEOC")
OR APPLICABLE STATE OR CITY FAIR EMPLOYMENT PRACTICES AGENCY, TO THE EXTENT
REQUIRED OR PERMITTED BY LAW.
NEVERTHELESS, EXECUTIVE UNDERSTANDS AND AGREES
THAT HE IS WAIVING ANY RELIEF AVAILABLE (INCLUDING, FOR EXAMPLE, MONETARY
DAMAGES OR REINSTATEMENT), UNDER ANY OF THE CLAIMS AND/OR CAUSES OF ACTION
WAIVED IN PARAGRAPHS 5(A) AND (B), INCLUDING BUT NOT LIMITED TO FINANCIAL
BENEFIT OR MONETARY RECOVERY FROM ANY LAWSUIT FILED OR SETTLEMENT REACHED BY THE
EEOC OR ANYONE ELSE WITH RESPECT TO ANY CLAIMS RELEASED AND WAIVED IN THIS
AGREEMENT.
6.
(A)
EXECUTIVE AGREES THAT HE HAS NOT AND WILL NOT ENGAGE IN
ANY CONDUCT THAT IS INJURIOUS TO THE COMPANY'S OR ANY RELEASEE'S REPUTATION OR
INTEREST, INCLUDING BUT NOT LIMITED TO PUBLICLY DISPARAGING (OR INDUCING OR
ENCOURAGING OTHERS TO PUBLICLY DISPARAGE) THE COMPANY OR ANY OF THE RELEASEES.
(B)
EXECUTIVE ACKNOWLEDGES THAT HE HAS RETURNED TO THE COMPANY ANY AND
ALL ORIGINALS AND COPIES OF DOCUMENTS, MATERIALS, RECORDS, CREDIT CARDS, KEYS,
BUILDING PASSES, COMPUTERS, BLACKBERRIES AND OTHER ELECTRONIC DEVICES AND OTHER
ITEMS IN HIS POSSESSION OR CONTROL BELONGING TO THE COMPANY OR CONTAINING
PROPRIETARY INFORMATION RELATING TO THE COMPANY.
(C)
EXECUTIVE ACKNOWLEDGES THAT THE TERMS OF SECTION 8, CONFIDENTIALITY
AGREEMENT, SECTION 9, ASSIGNMENT OF INTELLECTUAL PROPERTY, AND SECTION 10,
NON-SOLICITATION OF THE EMPLOYMENT AGREEMENT ARE INCORPORATED HEREIN BY
REFERENCE, AND EXECUTIVE AGREES AND ACKNOWLEDGES THAT HE IS BOUND BY THEIR
TERMS.
7.
(A)
EXECUTIVE WILL COOPERATE WITH THE COMPANY AND/OR ITS
SUBSIDIARIES AND AFFILIATES AND ITS/THEIR COUNSEL IN CONNECTION WITH ANY
INVESTIGATION, ADMINISTRATIVE PROCEEDING OR LITIGATION RELATING TO ANY MATTER IN
WHICH EXECUTIVE WAS INVOLVED OR OF WHICH EXECUTIVE HAS KNOWLEDGE.
PURSUANT TO
SECTION 21 OF THE EMPLOYMENT AGREEMENT, THE COMPANY WILL INDEMNIFY EXECUTIVE
UNDER THE COMPANY'S DIRECTORS' AND OFFICERS' LIABILITY INSURANCE POLICY FOR
CLAIMS ARISING OUT OF EXECUTIVE'S ACTS DURING THE TERM.
C-3
(B)
EXECUTIVE AGREES THAT, IN THE EVENT HE IS SUBPOENAED BY ANY PERSON
OR ENTITY (INCLUDING, BUT NOT LIMITED TO, ANY GOVERNMENT AGENCY) TO GIVE
TESTIMONY (IN A DEPOSITION, COURT PROCEEDING OR OTHERWISE) THAT IN ANY WAY
RELATES TO EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, HE WILL GIVE PROMPT NOTICE
OF SUCH REQUEST TO THE BOARD, AND WILL MAKE NO DISCLOSURE UNTIL THE COMPANY HAS
HAD A REASONABLE OPPORTUNITY TO CONTEST THE RIGHT OF THE REQUESTING PERSON OR
ENTITY TO SUCH DISCLOSURE, PROVIDED THAT NOTHING HEREIN SHALL PREVENT EXECUTIVE
FROM COMPLYING WITH THE REQUIREMENTS OF ANY LAW REGULATION OR ORDER.
8.
PRIOR TO PUBLIC ANNOUNCEMENT, THE TERMS AND CONDITIONS OF THIS
AGREEMENT