ARE AND SHALL BE DEEMED TO BE CONFIDENTIAL, AND SHALL NOT BE DISCLOSED
BY EXECUTIVE TO ANY PERSON OR ENTITY WITHOUT THE PRIOR WRITTEN CONSENT OF THE
BOARD, EXCEPT IF REQUIRED BY LAW, AND TO EXECUTIVE'S ACCOUNTANTS, ATTORNEYS, AND
SPOUSE, PROVIDED THAT THEY AGREE TO MAINTAIN THE CONFIDENTIALITY OF THIS
AGREEMENT.
EXECUTIVE FURTHER REPRESENTS THAT HE HAS NOT DISCLOSED THE TERMS AND
CONDITIONS OF THIS AGREEMENT TO ANYONE OTHER THAN HIS ATTORNEYS, ACCOUNTANTS AND
SPOUSE.
9.
THE MAKING OF THIS AGREEMENT IS NOT INTENDED, AND SHALL NOT BE
CONSTRUED, AS AN ADMISSION THAT ANY OF THE RELEASEES HAS VIOLATED ANY FEDERAL,
STATE OR LOCAL LAW (STATUTORY OR DECISIONAL), ORDINANCE OR REGULATION, BREACHED
ANY CONTRACT, OR COMMITTED ANY WRONG WHATSOEVER AGAINST EXECUTIVE.
10.
THE PARTIES AGREE THAT THIS AGREEMENT MAY NOT BE USED AS EVIDENCE IN
A SUBSEQUENT PROCEEDING EXCEPT IN A PROCEEDING TO ENFORCE THE TERMS OF THIS
AGREEMENT.
11.
EXECUTIVE ACKNOWLEDGES THAT: (A) HE HAS CAREFULLY READ THIS AGREEMENT
IN ITS ENTIRETY; (B) HE HAS HAD AN OPPORTUNITY TO CONSIDER FULLY THE TERMS OF
THIS AGREEMENT; (C) HE HAS BEEN ADVISED BY THE COMPANY IN WRITING TO CONSULT
WITH AN ATTORNEY OF HIS CHOOSING IN CONNECTION WITH THIS AGREEMENT; (D) HE FULLY
UNDERSTANDS THE SIGNIFICANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND HE HAS DISCUSSED IT WITH HIS INDEPENDENT LEGAL COUNSEL, OR HAS HAD
A REASONABLE OPPORTUNITY TO DO SO; (E) HE HAS HAD ANSWERED TO HIS SATISFACTION
ANY QUESTIONS HE HAS ASKED WITH REGARD TO THE MEANING AND SIGNIFICANCE OF ANY OF
THE PROVISIONS OF THIS AGREEMENT; AND (F) HE IS SIGNING THIS AGREEMENT
VOLUNTARILY AND OF HIS OWN FREE WILL AND ASSENTS TO ALL THE TERMS AND CONDITIONS
CONTAINED HEREIN.
12.
THIS AGREEMENT IS BINDING UPON, AND SHALL INURE TO THE BENEFIT OF,
THE PARTIES AND THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS
AND ASSIGNS.
13.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD BY A COURT OF
COMPETENT JURISDICTION TO BE ILLEGAL, VOID OR UNENFORCEABLE, SUCH PROVISION
SHALL BE OF NO FORCE AND EFFECT.
HOWEVER, THE ILLEGALITY OR UNENFORCEABILITY OF
SUCH PROVISION SHALL HAVE NO EFFECT UPON, AND SHALL NOT IMPAIR THE
ENFORCEABILITY OF, ANY OTHER PROVISION OF THIS AGREEMENT; PROVIDED, HOWEVER,
THAT, UPON ANY FINDING BY A COURT OF COMPETENT JURISDICTION THAT THE RELEASE AND
COVENANTS PROVIDED FOR BY PARAGRAPHS 5 AND/OR 6 ABOVE IS ILLEGAL, VOID OR
UNENFORCEABLE, EXECUTIVE AGREES TO EXECUTE A RELEASE, WAIVER AND/OR COVENANT
THAT IS LEGAL AND ENFORCEABLE.
FINALLY, ANY BREACH OF THE TERMS OF PARAGRAPHS
5, 6, 7 AND/OR 8 ABOVE SHALL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT AS
TO WHICH THE COMPANY MAY SEEK APPROPRIATE RELIEF IN A COURT OF COMPETENT
JURISDICTION.
C-4
14.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAWS PROVISIONS THEREOF.
ACTIONS TO ENFORCE THE TERMS OF THIS
AGREEMENT, OR THAT RELATE TO EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL