(III) HE HAS PERFORMED THE DUTIES
REQUESTED OF HIM IN SECTION 1 SATISFACTORILY AND HAS NOT ENGAGED IN ANY
INTENTIONAL WRONGDOING OR OTHER GROSS MISCONDUCT PRIOR TO THE RESIGNATION DATE,
ON OR BEFORE FEBRUARY 15, 2005, THE COMPANY SHALL PAY TO QUAINTANCE, AS
CONSIDERATION FOR EXECUTING THIS AGREEMENT, A LUMP SUM PAYMENT IN A TOTAL AMOUNT
EQUAL TO $582,450.00, LESS APPLICABLE WITHHOLDING, WHICH WILL BE MAILED TO
QUAINTANCE AT QUAINTANCE'S HOME ADDRESS OF RECORD.
8.
THE PARTIES ACKNOWLEDGE THAT THE SUMS AND BENEFITS SET FORTH IN
SECTIONS 3, 4, AND 7 ABOVE REPRESENT AMOUNTS IN ADDITION TO ANYTHING OF VALUE TO
WHICH QUAINTANCE IS OTHERWISE ENTITLED AND ARE PROVIDED IN CONSIDERATION FOR THE
EXECUTION OF THIS AGREEMENT.
3
9.
IN RESPONSE TO ANY INQUIRIES FROM FUTURE OR PROSPECTIVE EMPLOYERS
CONCERNING QUAINTANCE, IT IS AGREED THAT THE COMPANY WILL PROVIDE THE LETTER OF
REFERRAL ATTACHED HERETO AS EXHIBIT A AND FURTHER AGREES NOT TO PROVIDE ANY
INFORMATION THAT IS NOT CONSISTENT WITH THE ATTACHED LETTER OF REFERRAL.
10.
QUAINTANCE AGREES THAT HE WILL COOPERATE FULLY WITH THE COMPANY
AND ITS COUNSEL WITH RESPECT TO ANY MATTER (INCLUDING LITIGATION, INVESTIGATION,
OR GOVERNMENTAL PROCEEDING) WHICH RELATES TO MATTERS WITH WHICH QUAINTANCE WAS
INVOLVED DURING THE PERIOD IN WHICH HE WAS EMPLOYED OR ENGAGED AS A CONSULTANT
BY THE COMPANY, INCLUDING FULL DISCLOSURE OF ALL RELEVANT INFORMATION AND
TRUTHFULLY TESTIFYING ON THE COMPANY'S BEHALF IN CONNECTION WITH ANY SUCH
PROCEEDING OR INVESTIGATION. QUAINTANCE WILL RENDER SUCH COOPERATION IN A TIMELY
MANNER AND AT SUCH TIMES AND PLACES AS MAY BE MUTUALLY AGREEABLE TO THE PARTIES.
UPON SUBMISSION OF APPROPRIATE DOCUMENTATION, QUAINTANCE SHALL BE REIMBURSED BY
THE COMPANY FOR REASONABLE TRAVEL, LODGING, MEALS, AND TELECOMMUNICATIONS
EXPENSES INCURRED IN COOPERATING WITH THE COMPANY UNDER THE TERMS OF THIS
PROVISION. EXCEPT AS REQUIRED BY OPERATION OF LAW, QUAINTANCE AGREES THAT HE
WILL PROMPTLY NOTIFY THE COMPANY IF HE IS CONTACTED FOR AN INTERVIEW OR IF HE
RECEIVES A SUBPOENA IN ANY MATTER RELATING IN ANY WAY TO HIS EMPLOYMENT WITH THE
COMPANY AND, IN SUCH EVENT, THE COMPANY, UPON REQUEST FROM QUAINTANCE, AGREES TO
PROVIDE IN ITS DISCRETION REASONABLE ACCESS TO INFORMATION AND DOCUMENTS WITHIN
ITS CONTROL. QUAINTANCE FURTHER AGREES THAT HE WILL NOT INITIATE ANY
COMMUNICATION WITH A MEMBER OF THE PRESS REGARDING HIS EMPLOYMENT WITH THE
COMPANY AND THAT IF HE IS CONTACTED BY THE PRESS FOR ANY SUCH INFORMATION, HE
WILL DECLINE COMMENT AND REFER THE PERSON SEEKING INFORMATION TO THE COMPANY.
11.
THE PARTIES AGREE THAT THE TERMS OF THIS AGREEMENT SHALL REMAIN
COMPLETELY CONFIDENTIAL, AND THAT THEY WILL NOT DISCLOSE THE TERMS OF THIS
AGREEMENT TO ANY PERSON, EXCEPT THAT THIS SECTION SHALL NOT PROHIBIT THE PARTIES
FROM DISCLOSING THE FACT AND TERMS OF THIS AGREEMENT TO IMMEDIATE FAMILY OR TO
PERSONAL OR COMPANY ACCOUNTANTS AND/OR FINANCIAL OR LEGAL ADVISORS. THE COMPANY
IS NOT PROHIBITED FROM DISCLOSING THE FACTS AND TERMS OF THIS SETTLEMENT TO
THOSE COMPANY EMPLOYEES WHO HAVE A "NEED TO KNOW" ABOUT THE AGREEMENT AS
DETERMINED BY THE