OF THE COMPANY'S
CURRENT OFFICERS, DIRECTORS, EMPLOYEES, OR SHAREHOLDERS OR ANY PERSONS WHO WERE
OFFICERS, DIRECTORS, EMPLOYEES, OR SHAREHOLDERS OF THE COMPANY.
THE COMPANY
AGREES THAT, EXCEPT AS REQUIRED BY APPLICABLE LAW, OR COMPELLED BY PROCESS OF
LAW, NEITHER IT, NOR ANYONE ACTING ON ITS BEHALF, SHALL HEREAFTER MAKE ANY
DEROGATORY, DISPARAGING OR CRITICAL STATEMENT ABOUT THE EXECUTIVE.
SECTION 9.
COOPERATION BY EXECUTIVE.
(A)
FOLLOWING THE TERMINATION DATE, EXECUTIVE WILL REASONABLY
COOPERATE IN ALL REASONABLE RESPECTS WITH THE COMPANY AND ITS AFFILIATES IN
CONNECTION WITH ANY AND ALL EXISTING OR FUTURE LITIGATION, ACTIONS OR
PROCEEDINGS (WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE, REGULATORY, OR OTHERWISE)
BROUGHT BY OR AGAINST THE COMPANY OR ANY OF ITS AFFILIATES, TO THE EXTENT THE
COMPANY REASONABLY DEEMS EXECUTIVE'S COOPERATION NECESSARY.
EXECUTIVE SHALL BE
REIMBURSED FOR ALL REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY HIS AS A RESULT
OF SUCH COOPERATION.
(B)
FOR THE PERIOD COMMENCING ON THE EFFECTIVE DATE AND ENDING ON THE
TERMINATION DATE, EXECUTIVE SHALL DEVOTE HIS FULL BUSINESS TIME, ATTENTION,
SKILL AND BEST EFFORTS TO THE PERFORMANCE OF HIS DUTIES AS THE COMPANY'S
PRESIDENT, CHIEF EXECUTIVE OFFICER AND (IF APPLICABLE) CHIEF FINANCIAL OFFICER.
SECTION 10.
INDEMNIFICATION.
THE COMPANY ACKNOWLEDGES THAT (A) ITS
BY-LAWS (OR THOSE OF ONE OR MORE OF ITS AFFILIATES) CONTAIN PROVISIONS
INDEMNIFYING DIRECTORS AND OFFICERS TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW AND (B) EXECUTIVE IS COVERED BY SUCH PROVISIONS (AS SUCH
PROVISIONS ARE IN EFFECT ON THE TERMINATION DATE) TO THE EXTENT PERMITTED BY
APPLICABLE LAW EVEN AFTER THE TERMINATION DATE WITH RESPECT TO SUCH MATTERS
OCCURRING DURING THE COURSE OF EXECUTIVE'S EMPLOYMENT BEFORE THE TERMINATION
DATE, SUBJECT TO THE TERMS OF SUCH BY-LAW PROVISIONS (AS SUCH PROVISIONS ARE IN
EFFECT ON THE TERMINATION DATE).
SECTION 11.
CONFIDENTIALITY OF AGREEMENT.
EXECUTIVE HEREBY AGREES
TO KEEP THE TERMS OF THIS AGREEMENT CONFIDENTIAL; PROVIDED, THAT THE OBLIGATIONS
OF EXECUTIVE UNDER THIS SECTION 11 SHALL NOT APPLY TO DISCLOSURES REQUIRED BY
APPLICABLE LAW, REGULATION OR ORDER OF A COURT OR GOVERNMENTAL AGENCY, TO EITHER
EXECUTIVE'S COUNSEL, OR TO EXECUTIVE'S IMMEDIATE FAMILY.
5
SECTION 12.
OPPORTUNITY FOR ADVICE.
BY SIGNING THIS AGREEMENT,
EXECUTIVE ACKNOWLEDGES THAT WITH THE ADVICE OF THE COMPANY, HE HAS HAD A
REASONABLE OPPORTUNITY TO CONSIDER ADVICE FROM HIS LEGAL COUNSEL.
FULLY
UNDERSTANDING THESE TERMS, EXECUTIVE IS ENTERING INTO THIS AGREEMENT KNOWINGLY
AND VOLUNTARILY.
THE COMPANY HEREBY AGREES TO PAY THE REASONABLE FEES AND
EXPENSES OF THE EXECUTIVE'S LEGAL COUNSEL INCURRED IN CONNECTION WITH THE
NEGOTIATION AND REVIEW OF THIS AGREEMENT, UP TO A MAXIMUM OF $10,000.
SECTION 13.
ENTIRE AGREEMENT.
THIS AGREEMENT REPRESENTS THE ENTIRE
AGREEMENT OF THE PARTIES WITH RESPECT TO EXECUTIVE'S ENGAGEMENT AND TERMINATION
THEREOF, AND SUPERSEDES ALL PRIOR NEGOTIATIONS, DISCUSSIONS, CORRESPONDENCE,
COMMUNICATIONS, UNDERSTANDINGS AND AGREEMENTS BETWEEN THE PARTIES RELATING TO
THE SUBJECT MATTER OF THIS AGREEMENT.
SECTION 14.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
SECTION 15.
SEVERABILITY.
IN THE