YOUNG AND/OR ITS AFFILIATES.
9.
EXCEPT AS PROVIDED IN THIS PARAGRAPH 9,
THE TERMS OF THIS AGREEMENT SHAD BE KEPT SECRET AND CONFIDENTIAL AND SHALL NOT
BE DISCLOSED, EITHER DIRECTLY OR INDIRECTLY, TO ANY THIRD PARTY, UNLESS REQUIRED
BY LAW OR TO ENFORCE THE TERMS OF THE AGREEMENT. NOTWITHSTANDING THE FOREGOING,
YOUNG AND ITS AFFILIATES MAY MAKE CONFIDENTIAL DISCLOSURES TO THE DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS (INCLUDING ATTORNEYS) OF YOUNG AND ITS AFFILIATES
WHO NEED TO KNOW AND TO GOVERNMENTAL AUTHORITIES, AND YOU MAY MAKE CONFIDENTIAL
DISCLOSURES TO YOUR SPOUSE, ACCOUNTANT, ADVISOR OR ATTORNEY AND TO GOVERNMENTAL
AUTHORITIES. YOU ACKNOWLEDGE THAT YOUNG PREVIOUSLY ISSUED A PRESS RELEASE
REGARDING YOUR RETIREMENT FROM YOUNG; AGREE THAT YOU APPROVED EITHER THE
LANGUAGE OR GENERAL CONTENT OF THAT PRESS RELEASE AND THAT YOUNG'S ISSUANCE OF
THAT PRESS RELEASE WAS NOT, AND IS NOT, A VIOLATION OF THIS PARAGRAPH 9; AND
RELEASE YOUNG FROM ANY CLAIM RELATED TO ITS ISSUANCE OF THAT PRESS RELEASE.
10.
UPON REASONABLE NOTICE FROM YOUNG, AND IN A
MANNER WHICH DOES NOT UNREASONABLY INTERFERE WITH YOUR WORK OR OTHER
COMMITMENTS, YOU SHALL MAKE YOURSELF REASONABLY AVAILABLE AND COOPERATE FULLY TO
ASSIST YOUNG AND ITS AFFILIATES IN RESPONDING TO LITIGATION OR CLAIMS INVOLVING
FACTS OR EVENTS RELATING TO YOUNG OR ITS AFFILIATES THAT OCCURRED DURING YOUR
EMPLOYMENT OR WHICH ARE WITHIN YOUR KNOWLEDGE. YOUNG - WILL REIMBURSE
-YOUR..-REASONABLE OUT OF POCKET EXPENSES INCURRED DIRECTLY IN PROVIDING SUCH
ASSISTANCE TO YOUNG AND ITS AFFILIATES.
11.
NO MODIFICATION OR WAIVER OF ANY OF THE
TERMS OF THIS AGREEMENT SHALL BE VALID UNLESS IN WRITING AND EXECUTED BY THE
PARTIES HERETO. THE FAILURE OF EITHER PARTY TO INSIST UPON STRICT PERFORMANCE OF
ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL NOT BE DEEMED A WAIVER OF ANY
SUBSEQUENT BREACH OF ANY PROVISION CONTAINED IN THIS AGREEMENT. MOREOVER, IF ANY
PROVISION OF THIS AGREEMENT SHALL BE HELD TO BE INVALID OR UNENFORCEABLE, THE
REMAINDER OF THIS AGREEMENT
7
SHALL NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT. IF ANY PROVISION IS HELD TO
BE INVALID OR UNENFORCEABLE WITH RESPECT TO PARTICULAR CIRCUMSTANCES, IT SHALL
NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT IN ALL OTHER CIRCUMSTANCES.
12.
THIS AGREEMENT SHALL BE CONSTRUED AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW.
13.
THIS AGREEMENT SHALL BE BINDING UPON AND
SHALL INURE TO THE BENEFIT OF AND BURDEN OF THE PARTIES HERETO AND THEIR
AFFILIATES AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS.
14.
YOU ACKNOWLEDGE THAT YOUNG HAS ADVISED YOU
TO CONSULT WITH AN ATTORNEY OR ADVISOR OF YOUR CHOICE PRIOR TO EXECUTING THIS
AGREEMENT. BY EXECUTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE BEEN
PROVIDED AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OR ADVISOR OF YOUR CHOICE
REGARDING THE TERMS OF THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE
FULLY AND CAREFULLY READ THIS AGREEMENT AND UNDERSTAND IT, PARTICULARLY
THE.EFFECT OF YOUR RELEASE OF CLAIMS AGAINST THE RELEASED PARTIES. YOU
ACKNOWLEDGE THAT YOU HAVE