BY THE EMPLOYEE SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OR
ESTOPPEL OF ANY SUBSEQUENT BREACH BY THE EMPLOYEE.
NO WAIVER SHALL BE VALID
UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED OFFICER OF THE COMPANY.
8.
NON-DISCLOSURE.
THE EMPLOYEE AGREES THAT HE WILL KEEP THE TERMS
AND AMOUNTS SET FORTH IN THIS RELEASE COMPLETELY CONFIDENTIAL AND WILL NOT
DISCLOSE ANY INFORMATION CONCERNING THIS RELEASE'S TERMS AND AMOUNTS TO ANY
PERSON OTHER THAN HIS ATTORNEY, ACCOUNTANT, TAX ADVISOR, OR IMMEDIATE FAMILY.
9.
CONFIDENTIALITY.
EMPLOYEE AGREES THAT HE WILL ABIDE BY THE TERMS
SET FORTH IN PARAGRAPHS 6 AND 7 OF THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
DATED
, 2008.
10.
RETURN OF COMPANY MATERIALS. EMPLOYEE REPRESENTS THAT HE HAS
RETURNED ALL COMPANY PROPERTY AND ALL ORIGINALS AND ALL COPIES, INCLUDING
ELECTRONIC AND HARD COPY, OF ALL DOCUMENTS, WITHIN HIS POSSESSION AT THE TIME OF
THE EXECUTION OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE LAPTOP
COMPUTER, PRINTER, BLACKBERRY DEVICE, TELEPHONE, AND CREDIT CARD, AS MAY BE
APPLICABLE.
11.
REPRESENTATION.
EMPLOYEE HEREBY AGREES THAT THIS RELEASE IS GIVEN
KNOWINGLY AND VOLUNTARILY AND ACKNOWLEDGES THAT:
(A)
THIS AGREEMENT IS WRITTEN IN A MANNER
UNDERSTOOD BY EMPLOYEE;
(B)
THIS RELEASE REFERS TO AND WAIVES ANY AND
ALL RIGHTS OR CLAIMS THAT HE MAY HAVE ARISING UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT, AS AMENDED;
(C)
EMPLOYEE HAS NOT WAIVED ANY RIGHTS ARISING
AFTER THE DATE OF THIS AGREEMENT;
(D)
EMPLOYEE HAS RECEIVED VALUABLE CONSIDERATION
IN EXCHANGE FOR THE RELEASE IN ADDITION TO AMOUNTS EMPLOYEE IS ALREADY ENTITLED
TO RECEIVE; AND
(E)
EMPLOYEE HAS BEEN ADVISED TO CONSULT WITH
AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT.
3
12.
CONSIDERATION AND REVOCATION.
EMPLOYEE IS RECEIVING THIS
AGREEMENT ON
, 200
, AND EMPLOYEE SHALL BE GIVEN
TWENTY-ONE (21) DAYS FROM RECEIPT OF THIS AGREEMENT TO CONSIDER WHETHER TO SIGN
THE AGREEMENT.
EMPLOYEE AGREES THAT CHANGES OR MODIFICATIONS TO THIS AGREEMENT
DO NOT RESTART OR OTHERWISE EXTEND THE ABOVE TWENTY-ONE (21) DAY PERIOD.
MOREOVER, EMPLOYEE SHALL HAVE SEVEN (7) DAYS FOLLOWING EXECUTION TO REVOKE THIS
AGREEMENT IN WRITING TO THE SECRETARY OF THE COMPANY AND THE AGREEMENT SHALL NOT
TAKE EFFECT UNTIL THOSE SEVEN (7) DAYS HAVE ENDED.
13.
FUTURE COOPERATION.
IN CONNECTION WITH ANY AND ALL CLAIMS,
DISPUTES, NEGOTIATIONS, INVESTIGATIONS, LAWSUITS OR ADMINISTRATIVE PROCEEDINGS
INVOLVING THE COMPANY WHICH RELATE TO PERIODS OF TIME DURING THE EMPLOYMENT
PERIOD (AS DEFINED IN THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT), THE
EMPLOYEE AGREES TO MAKE HIMSELF REASONABLY AVAILABLE, UPON REASONABLE NOTICE
FROM THE COMPANY AND WITHOUT THE NECESSITY OF SUBPOENA, TO PROVIDE INFORMATION
OR DOCUMENTS, PROVIDE DECLARATIONS OR STATEMENTS TO THE COMPANY, MEET WITH
ATTORNEYS OR OTHER REPRESENTATIVES OF THE COMPANY, PREPARE FOR AND GIVE
DEPOSITIONS OR TESTIMONY, AND/OR OTHERWISE COOPERATE IN THE INVESTIGATION,
DEFENSE OR PROSECUTION OF ANY OR ALL SUCH MATTERS.
THE EMPLOYEE SHALL BE
REIMBURSED FOR REASONABLE COSTS AND EXPENSES INCURRED BY HIM AS A RESULT OF
ACTIONS TAKEN PURSUANT TO THIS PARAGRAPH 13.
IT IS EXPRESSLY AGREED AND
UNDERSTOOD THAT THE