2005.
EXCEPT FOR THE PAYMENT
OBLIGATIONS SPECIFICALLY SET FORTH HEREIN, ANY OTHER RIGHTS EMPLOYEE SHALL HAVE
AS AN EMPLOYEE OF THE COMPANY SHALL TERMINATE AS OF OCTOBER 6, 2005.
12.
THE EMPLOYEE AGREES AND ACKNOWLEDGES THAT THE EMPLOYEE HAS WAIVED
ANY RIGHT TO REINSTATEMENT TO EMPLOYMENT WITH THE COMPANY, AND THE EMPLOYEE
FURTHER AGREES NOT TO TAKE LEGAL ACTION OF ANY KIND AS A RESULT OF A REFUSAL BY
THE COMPANY TO CONSIDER THE EMPLOYEE FOR EMPLOYMENT AFTER THE DATE OF THIS
SEPARATION AGREEMENT.
13.
THE EMPLOYEE AGREES AND ACKNOWLEDGES THAT, IN ACCORDANCE WITH THE
TERMS OF THE EMPLOYMENT AGREEMENT, PARAGRAPH 4 OF THE EMPLOYMENT AGREEMENT SHALL
SURVIVE EMPLOYEE'S TERMINATION OF EMPLOYMENT; PROVIDED, HOWEVER, THAT THE
COMPANY AND EMPLOYEE AGREE THAT (I) THE TIME PERIOD SET OUT IN SECTION 4(C) OF
THE EMPLOYMENT AGREEMENT IS HEREBY REDUCED TO TWELVE (12) MONTHS AND (II) IF
EMPLOYEE PROVIDES THE COMPANY WITH ADVANCE NOTICE OF ANY BUSINESS OR SPECIFIC
DIVISION OF A BUSINESS WITH WHICH EMPLOYEE DESIRES TO DIRECTLY OR INDIRECTLY
ENGAGE IN OR BECOME FINANCIALLY INTERESTED IN, AS SET FORTH IN SECTION 4(C) OF
THE EMPLOYMENT AGREEMENT, THE COMPANY SHALL INFORM EMPLOYEE WHETHER SUCH
BUSINESS IS A BUSINESS WHICH IS INVOLVED IN BUSINESS ACTIVITIES WHICH ARE THE
SAME AS OR IN DIRECT COMPETITION WITH BUSINESS ACTIVITIES CARRIED ON BY THE
COMPANY, OR WHICH WERE BEING DEFINITIVELY PLANNED BY THE COMPANY AS OF THE
SEPARATION DATE.
THE PARTIES FURTHER AGREE AND ACKNOWLEDGE THAT ALL OTHER TERMS
OF THE EMPLOYMENT AGREEMENT SHALL TERMINATE IN ACCORDANCE WITH THEIR PROVISIONS
AS OF OCTOBER 6, 2005.
14.
IN RESPONSE TO ANY INQUIRIES FROM FUTURE OR
PROSPECTIVE EMPLOYERS CONCERNING EMPLOYEE, IT IS AGREED THAT THE COMPANY WILL
CONFIRM ONLY DATES OF EMPLOYMENT, TITLE OF POSITION HELD, AND LAST SALARY.
15.
EMPLOYEE AGREES THAT HE WILL COOPERATE FULLY
WITH THE COMPANY AND ITS COUNSEL WITH RESPECT TO ANY MATTER, INCLUDING, BUT NOT
LIMITED TO, ANY LITIGATION, INVESTIGATION, OR GOVERNMENTAL PROCEEDING OR
INTERNAL COMPANY REVIEW, WHICH RELATES TO MATTERS WITH WHICH EMPLOYEE WAS
INVOLVED DURING THE PERIOD IN WHICH HE WAS EMPLOYED BY THE COMPANY, OR
CONCERNING WHICH THE COMPANY REASONABLY DETERMINES EMPLOYEE MAY HAVE RESPONSIVE
OR RELEVANT INFORMATION.
SUCH COOPERATION INCLUDES, BUT IS NOT LIMITED TO, FULL
DISCLOSURE OF ALL RELEVANT INFORMATION AND TRUTHFULLY TESTIFYING ON THE
COMPANY'S BEHALF IN CONNECTION WITH ANY SUCH LITIGATION, PROCEEDING,
INVESTIGATION OR REVIEW.
IN ADDITION, SUCH COOPERATION SHALL INCLUDE, BUT SHALL
NOT BE LIMITED TO, EMPLOYEE'S MAKING HIMSELF REASONABLY AVAILABLE FOR INTERVIEWS
BY COMPANY OR ITS COUNSEL, DEPOSITIONS AND/OR COURT APPEARANCES UPON COMPANY'S
REQUEST.
EMPLOYEE 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, EMPLOYEE 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, EMPLOYEE AGREES THAT HE WILL IMMEDIATELY NOTIFY
THE COMPANY IF HE IS CONTACTED FOR AN INTERVIEW OR