COMPANY'S
COMPENSATION COMMITTEE.
(G)
RELEASE; FULL SATISFACTION.
NOTWITHSTANDING ANY OTHER PROVISION
OF THIS AGREEMENT, NO SEVERANCE PAY SHALL BECOME PAYABLE UNDER THIS AGREEMENT
UNLESS AND UNTIL THE EXECUTIVE AND THE COMPANY EXECUTE THE GENERAL RELEASE OF
CLAIMS IN FORM AND MANNER REASONABLY SATISFACTORY TO THE COMPANY AND
SUBSTANTIALLY SIMILAR TO APPENDIX E, AND SUCH RELEASE HAS BECOME IRREVOCABLE (IT
BEING THE INTENTION OF THE PARTIES THAT THE EXECUTIVE PROVIDE THE COMPANY WITH A
COMPLETE RELEASE OF ANY AND ALL CLAIMS AS A CONDITION TO THE RECEIPT OF THE
SEVERANCE PAY UNDER THIS AGREEMENT); PROVIDED, THAT THE EXECUTIVE SHALL NOT BE
REQUIRED TO RELEASE ANY INDEMNIFICATION RIGHTS, RIGHTS TO ACCRUED BENEFITS UNDER
THE COMPANY'S EMPLOYEE BENEFIT PLANS, OR RIGHTS TO FUTURE PAYMENTS OR BENEFITS
UNDER THIS AGREEMENT.
THE PAYMENT OF SEVERANCE PAY TO BE PROVIDED TO THE
EXECUTIVE PURSUANT TO THIS SECTION UPON TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT SHALL CONSTITUTE THE EXCLUSIVE PAYMENT IN THE NATURE OF SEVERANCE OR
TERMINATION PAY OR SALARY CONTINUATION WHICH SHALL BE DUE TO THE EXECUTIVE UPON
A TERMINATION OF EMPLOYMENT AND SHALL BE IN LIEU OF ANY OTHER SUCH PAYMENTS
UNDER ANY PLAN, PROGRAM, POLICY OR OTHER ARRANGEMENT WHICH HAS HERETOFORE BEEN
OR SHALL HEREAFTER BE ESTABLISHED BY ANY MEMBER OF THE COMPANY AFFILIATED GROUP
AND SHALL BE IN RESPECT OF ANY SUCH CLAIMS OR PAYMENTS DUE OR ARISING FROM ANY
BENEFITS, RIGHTS OR ENTITLEMENTS IN ANY JURISDICTION.
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(H)
RESIGNATION.
UPON TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE EXECUTIVE SHALL BE DEEMED TO HAVE
RESIGNED FROM ALL POSITIONS WITH ANY MEMBER OF THE COMPANY AFFILIATED GROUP, AS
APPLICABLE.
(I)
COOPERATION FOLLOWING TERMINATION.
FOLLOWING TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE
EXECUTIVE AGREES TO REASONABLY COOPERATE WITH THE COMPANY UPON THE REASONABLE
REQUEST OF THE BOARD AND TO BE REASONABLY AVAILABLE TO THE COMPANY WITH RESPECT
TO MATTERS ARISING OUT OF THE EXECUTIVE'S SERVICES TO ANY MEMBER OF THE COMPANY
AFFILIATED GROUP.
THE COMPANY SHALL CAUSE THE EXECUTIVE TO BE REIMBURSED FOR,
OR, AT THE EXECUTIVE'S REQUEST, CAUSE THE EXECUTIVE TO BE ADVANCED, EXPENSES
REASONABLY INCURRED IN CONNECTION WITH SUCH MATTERS.
8.
EXECUTIVE'S REPRESENTATION.
THE
EXECUTIVE REPRESENTS TO THE COMPANY THAT THE EXECUTIVE'S EXECUTION AND
PERFORMANCE OF THIS AGREEMENT DO NOT VIOLATE ANY AGREEMENT OR OBLIGATION
(WHETHER OR NOT WRITTEN) THAT THE EXECUTIVE HAS WITH OR TO ANY PERSON OR ENTITY
INCLUDING, WITHOUT LIMITATION, ANY PRIOR EMPLOYER.
9.
EXECUTIVE'S COVENANTS.
(A)
CONFIDENTIALITY.
THE EXECUTIVE AGREES AND
UNDERSTANDS THAT THE EXECUTIVE HAS BEEN, AND IN THE EXECUTIVE'S POSITION WITH
THE COMPANY THE EXECUTIVE WILL BE, EXPOSED TO AND RECEIVE INFORMATION RELATING
TO THE CONFIDENTIAL AFFAIRS OF THE COMPANY AFFILIATED GROUP, INCLUDING, WITHOUT
LIMITATION, TECHNICAL INFORMATION, BUSINESS AND MARKETING PLANS, STRATEGIES,
CUSTOMER (OR POTENTIAL CUSTOMER) INFORMATION, OTHER INFORMATION CONCERNING THE
PRODUCTS, PROMOTIONS, DEVELOPMENT, FINANCING, PRICING, TECHNOLOGY, INVENTIONS,
EXPANSION PLANS, BUSINESS POLICIES AND PRACTICES OF THE COMPANY AFFILIATED
GROUP, WHETHER OR NOT REDUCED TO TANGIBLE FORM, AND OTHER FORMS OF INFORMATION
CONSIDERED BY THE COMPANY AFFILIATED GROUP TO BE CONFIDENTIAL
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AND