PHONES, MEMORY STICKS OR USB
FLASH DRIVES, KEYS, SOFTWARE, CALCULATORS, EQUIPMENT, CREDIT CARDS, FORMS,
FILES, MANUALS, CORRESPONDENCE, BUSINESS CARDS, PERSONNEL DATA, LISTS OF OR
OTHER INFORMATION REGARDING CUSTOMERS, CONTACTS AND/OR EMPLOYEES, CONTRACTS,
CONTRACT INFORMATION, AGREEMENTS, LEASES, PLANS, BROCHURES, CATALOGUES, TRAINING
MATERIALS, COMPUTER TAPES AND DISKETTES OR OTHER PORTABLE MEDIA.
TO THE EXTENT
EXECUTIVE AT ANY POINT DISCOVERS COMPANY PROPERTY THAT EXECUTIVE FAILED TO
RETURN, EXECUTIVE SHALL RETURN ANY AND ALL SUCH COMPANY PROPERTY IMMEDIATELY.
7
14.
CONTINUING OBLIGATIONS.
EXECUTIVE ACKNOWLEDGES THAT IN THE COURSE OF HIS
EMPLOYMENT HE HAS OBTAINED CONFIDENTIAL AND PROPRIETARY INFORMATION ABOUT THE
COMPANY, INCLUDING BUT NOT LIMITED TO FINANCIAL, BUSINESS, PRODUCT, CUSTOMER AND
MARKETING INFORMATION, PLANS, FORECASTS, AND STRATEGIES, AND THAT HE IS REQUIRED
TO MAINTAIN THE CONFIDENTIALITY OF ALL SUCH NON-PUBLIC INFORMATION FOLLOWING THE
TERMINATION OF HIS EMPLOYMENT.
THE EXECUTIVE SHALL AT ALL TIMES, BOTH BEFORE
AND AFTER TERMINATION OF EMPLOYMENT, COOPERATE WITH THE COMPANY IN EXECUTING AND
DELIVERING DOCUMENTS AND TAKING ANY OTHER ACTIONS THAT ARE NECESSARY OR
REQUESTED BY THE COMPANY.
EXECUTIVE SPECIFICALLY ACKNOWLEDGES AND AGREES TO
ADVISE AND PROVIDE ANY INFORMATION RELATED TO THE COMPANY INCLUDING BUT NOT
LIMITED TO EMAILS, TELEPHONE CALLS, DOCUMENTS, OR ANY OTHER COMMUNICATIONS
EXECUTIVE RECEIVES AFTER THE TERMINATION DATE TO THE COMPANY AND THAT EXECUTIVE
WILL MAKE REASONABLE EFFORTS TO ADVISE THE COMPANY OF SUCH DEALINGS BY
CONTACTING PEDRO J. LOPEZ-BALDRICH.
EXECUTIVE ALSO SPECIFICALLY ACKNOWLEDGES
THAT POST-TERMINATION, HE WILL BE BOUND BY PARAGRAPHS 5 (PROTECTION OF
CONFIDENTIAL INFORMATION), 6 (PROTECTION OF INTELLECTUAL PROPERTY), 7
(POST-EMPLOYMENT COVENANTS) OF HIS EMPLOYMENT AGREEMENT, IN THEIR ENTIRETY TO
THE FULLEST EXTENT PERMITTED BY LAW, AS WELL AS ANY OTHER CONFIDENTIALITY
OBLIGATIONS TO WHICH THE EXECUTIVE IS SUBJECT.
IF ANY PROVISION OF THE
EMPLOYMENT AGREEMENT OR ANY OTHER SIMILAR OBLIGATION IS HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER ANY APPLICABLE LAW OR RULE IN ANY
JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT
ANY OTHER OBLIGATION UNDER THIS PARAGRAPH 14, SUCH TERM SHALL BE MODIFIED TO THE
EXTENT NECESSARY TO MAKE IT ENFORCEABLE, AND NOTWITHSTANDING THE FOREGOING,
EXECUTIVE AGREES TO BE BOUND BY ALL OTHER OBLIGATIONS UNDER THIS PARAGRAPH 14.
IN THE EVENT THAT EXECUTIVE BREACHES HIS OBLIGATIONS UNDER THIS PARAGRAPH 14,
IN ADDITION TO, AND NOT LIMITING OTHER LEGAL AND EQUITABLE REMEDIES, THE COMPANY
SHALL HAVE NO FURTHER OBLIGATION TO CONTINUE RENDERING PAYMENTS, BENEFITS, OR
PERMIT EXECUTIVE'S CONTINUED PARTICIPATION IN ANY COMPANY PROGRAM UNDER
PARAGRAPH 2 HEREIN.
15.
ESSENTIAL TERMS.
EXECUTIVE UNDERSTANDS AND ACKNOWLEDGES THAT THE PROMISES
IN PARAGRAPHS 8, 9, 11, 12 AND 13 ARE A MATERIAL INDUCEMENT FOR RELEASEES TO
ENTER THIS AGREEMENT AND ARE OF THE ESSENCE OF THIS AGREEMENT.
EXECUTIVE
THEREFORE AGREES THAT IF HE SHOULD BREACH ANY OF THE PROVISIONS OF THE
AFOREMENTIONED PARAGRAPHS, HE WILL BE OBLIGATED TO RETURN TO RELEASEES ANY
PAYMENTS MADE UNDER THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW.
16.
NO KNOWLEDGE OF WRONGDOING.
EXECUTIVE REPRESENTS THAT EXECUTIVE HAS NO
KNOWLEDGE OF ANY WRONGDOING INVOLVING IMPROPER OR FALSE CLAIMS AGAINST A FEDERAL
OR STATE GOVERNMENTAL