A MATERIAL INDUCEMENT TO THE COMPANY TO ENTER
INTO THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES AND AFFIRMS THAT EXECUTIVE WILL
STRICTLY ABIDE BY EACH AND EVERY NON-SOLICITATION, CONFIDENTIALITY,
NON-COMPETITION, NONRAID AND/OR SIMILAR OBLIGATION WHICH EXECUTIVE MAY HAVE WITH
RESPECT TO THE COMPANY AND/OR ITS AFFILIATES, WHETHER BY AGREEMENT, FIDUCIARY
OBLIGATION OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN THE
OPTION AGREEMENTS.
9.
NON-ADMISSION.
NOTHING IN THIS AGREEMENT IS INTENDED TO BE, NOR WILL BE
DEEMED TO BE, AN ADMISSION BY THE COMPANY OR ANY RELEASEE (I) THAT IT HAS
VIOLATED ANY STATE OR FEDERAL LAW, RULE, REGULATION, PRINCIPLE OF COMMON LAW OR
OTHER OBLIGATION, (II) THAT IT HAS ENGAGED IN ANY WRONGDOING, OR (III) THAT
EXECUTIVE WOULD BE ENTITLED TO ANY OF THE CONSIDERATION DESCRIBED IN PARAGRAPH 3
ABOVE IN THE ABSENCE OF THIS AGREEMENT.
10.
COOPERATION. EXECUTIVE AGREES TO PROVIDE REASONABLE ASSISTANCE TO THE
COMPANY RELATING TO THE ORDERLY TRANSITION OF EXECUTIVE'S DUTIES AND
RESPONSIBILITIES FROM TIME TO TIME AS REASONABLY REQUESTED BY THE COMPANY. IN
ADDITION, THE COMPANY MAY FROM TIME TO TIME REQUEST EXECUTIVE'S REASONABLE
ASSISTANCE IN CONNECTION WITH PENDING OR THREATEN LITIGATION OR CLAIMS
CONCERNING MATTERS ABOUT WHICH EXECUTIVE MAY HAVE ACTUAL OR IMPUTED KNOWLEDGE.
IT IS UNDERSTOOD THAT SUCH ASSISTANCE MAY INCLUDE, WITHOUT LIMITATION,
EXECUTIVE'S PROVIDING AND COMPILING INFORMATION, PARTICIPATING IN DISCUSSIONS
AND/OR INTERVIEWS, PARTICIPATING IN DEPOSITIONS REQUESTED BY PLAINTIFFS,
DEFENDANTS OR OTHERS AND TESTIFYING AS A WITNESS.
EXECUTIVE AGREES TO PROVIDE
ANY AND ALL SUCH REASONABLE ASSISTANCE TO THE COMPANY AND ITS ADVISORS UPON
REQUEST FOR NO ADDITIONAL CONSIDERATION, PROVIDED, HOWEVER, THAT THE COMPANY
SHALL PAY ON EXECUTIVE'S BEHALF OR REIMBURSE EXECUTIVE UPON PRESENTATION OF
INVOICES THEREFORE EXECUTIVE'S REASONABLE OUT-OF-POCKET COSTS RELATING THERETO.
11.
CERTAIN UNDERSTANDINGS.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND ITS AFFILIATES CEASES AS OF THE
SEPARATION DATE AND THAT EXECUTIVE HAS NO RIGHT TO BE REEMPLOYED BY THE COMPANY
OR ANY OF ITS AFFILIATES. EXECUTIVE REPRESENTS THAT EXECUTIVE HAS NOT FILED ANY
COMPLAINTS OR CHARGES OR LAWSUITS AGAINST THE COMPANY OR ANY OTHER RELEASEE WITH
ANY GOVERNMENTAL AGENCY OR COURT OR OTHERWISE, NOR DIRECTLY OR INDIRECTLY
ASSISTED ANY OTHER PERSON OR ENTITY IN CONNECTION WITH ANY PROPOSED FILING OF
ANY COMPLAINTS OR CHARGES OR LAWSUITS AGAINST THE COMPANY OR ANY OTHER RELEASEE
AND, SUBJECT TO THE NEXT SENTENCE, THAT EXECUTIVE WILL NOT DO SO HEREAFTER. ANY
DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR RELATING TO ANY
OTHER RIGHTS EXPRESSLY RETAINED BY EXECUTIVE PURSUANT TO THE TERMS OF THIS
AGREEMENT SHALL BE SUBMITTED TO ARBITRATION IN ACCORDANCE WITH THE APPLICABLE
PROVISIONS OF THE OPTION AGREEMENTS. EXECUTIVE AND THE COMPANY EACH REPRESENTS
TO THE OTHER THAT NEITHER HAS RELIED ON ANY REPRESENTATION OR STATEMENT OF THE
OTHER OR ANY OTHER RELEASEE WHICH IS NOT SET FORTH IN THIS AGREEMENT.
4
12.
GENERAL.
THIS AGREEMENT (I) CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND TERMINATES, SUPERSEDES AND
PREEMPTS ANY PREVIOUS ORAL OR WRITTEN ARRANGEMENTS OR UNDERSTANDINGS