OF THEIR
AFFILIATES, DIRECTORS, STOCKHOLDERS, MEMBERS, OFFICERS OR EMPLOYEES, OR ANY OF
THEIR BUSINESSES OR PRODUCTS, OR ANY ASPECT OF EXECUTIVE'S PRIOR EMPLOYMENT
THEREWITH; PROVIDED THAT HOLDINGS SHALL NOT WITHHOLD ANY PAYMENTS OR BENEFITS
REQUIRED TO BE MADE UNDER THIS AGREEMENT BECAUSE OF A VIOLATION OF THIS
SECTION 7 UNLESS EXECUTIVE MATERIALLY OR INTENTIONALLY VIOLATES THIS SECTION 7
AND SUCH VIOLATION RESULTS IN DEMONSTRABLE DAMAGE TO HOLDINGS OR ITS
SUBSIDIARIES.
NOTHING HEREIN SHALL PREVENT EXECUTIVE FROM MAKING TRUTHFUL
STATEMENTS REQUIRED TO BE MADE PURSUANT TO APPLICABLE LAW.
8.
NO ADMISSION OF WRONGFUL CONDUCT.
EXECUTIVE HEREBY ACKNOWLEDGES
AND AGREES THAT, BY THE COMPANIES' ENTERING INTO THIS AGREEMENT, NEITHER THE
COMPANIES NOR THE RELEASEES ARE ADMITTING ANY UNLAWFUL OR OTHERWISE WRONGFUL
CONDUCT OR LIABILITY TO EXECUTIVE OR EXECUTIVE'S HEIRS, EXECUTORS,
ADMINISTRATORS, ASSIGNS, AGENTS, OR OTHER REPRESENTATIVES.
9.
EXECUTIVE ACKNOWLEDGMENT.
EXECUTIVE UNDERSTANDS AND AGREES THAT
EXECUTIVE MAY BE WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT, AND
ACKNOWLEDGES THAT EXECUTIVE IS EXECUTING THIS AGREEMENT VOLUNTARILY AND OF
EXECUTIVE'S OWN FREE WILL AND THAT EXECUTIVE FULLY UNDERSTANDS THE TERMS OF THIS
AGREEMENT.
FURTHER, EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS HAD AN
OPPORTUNITY TO REVIEW THIS AGREEMENT FULLY AND TO DISCUSS ITS TERMS WITH LEGAL
COUNSEL OR ANY OTHER ADVISOR OF EXECUTIVE'S CHOICE PRIOR TO ITS EXECUTION.
10.
OWNERSHIP OF CLAIMS; NO FILING OF CLAIMS.
EXECUTIVE REPRESENTS,
WARRANTS AND AGREES THAT EXECUTIVE HAS NOT HERETOFORE ASSIGNED OR TRANSFERRED,
OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON, ANY CLAIM OR PORTION THEREOF
OR INTEREST THEREIN.
EXECUTIVE FURTHER REPRESENTS AND WARRANTS THAT EXECUTIVE
DOES NOT PRESENTLY HAVE ON FILE ANY CLAIMS, CHARGES, GRIEVANCES OR COMPLAINTS
AGAINST ANY OF THE RELEASEES IN OR WITH ANY ADMINISTRATIVE, STATE, FEDERAL OR
GOVERNMENTAL ENTITY, AGENCY, BOARD OR COURT, OR BEFORE ANY OTHER TRIBUNAL OR
PANEL OR ARBITRATORS, PUBLIC OR PRIVATE, BASED UPON ANY ACTIONS OR OMISSIONS BY
THE RELEASEES OCCURRING PRIOR TO THE EFFECTIVE DATE.
11.
NO ATTORNEYS' FEES OR COSTS.
EXECUTIVE AND THE COMPANIES
ACKNOWLEDGE AND AGREE THAT THE PARTIES TO THIS AGREEMENT SHALL NOT BE REQUIRED
TO PAY ANY ATTORNEYS' FEES OR ANY OTHER COSTS INCURRED BY ANY OTHER PARTY TO
THIS AGREEMENT IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS
AGREEMENT.
12.
ARBITRATION.
ANY DISPUTE REGARDING ANY ASPECT OF THIS AGREEMENT,
INCLUDING ITS FORMATION, OR ANY ACT WHICH WOULD VIOLATE ANY PROVISION IN THIS
AGREEMENT (OTHER THAN DISPUTES WITH RESPECT TO ALLEGED VIOLATIONS OF THE
COVENANTS AND SECTIONS 5, 6 AND 7 OF THIS AGREEMENT, WHICH SHALL
7
BE GOVERNED BY SECTION 11(E) OF THE EMPLOYMENT AGREEMENT) SHALL BE RESOLVED IN
ACCORDANCE WITH SECTION 18 OF THE EMPLOYMENT AGREEMENT.
13.
NO REPRESENTATIONS.
THE PARTIES HERETO REPRESENT AND WARRANT THAT
THEY ARE NOT RELYING ON STATEMENTS, REPRESENTATIONS OR PROMISES MADE BY THE
OTHER PARTY OR ITS AGENT(S) EXCEPT AS SPECIFICALLY SET FORTH HEREIN.
14.
SUCCESSORS.
THIS AGREEMENT SHALL BE BINDING UPON, INURE TO THE
BENEFIT OF, AND BE ENFORCEABLE BY THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
15.
GOVERNING LAW; JURISDICTION.
THIS AGREEMENT IS MADE