THE ONLY PERSONS WHOSE STATEMENTS MAY
BE ATTRIBUTED TO THE COMPANY FOR PURPOSES OF THIS AGREEMENT NOT TO MAKE
DISPARAGING STATEMENTS SHALL BE EACH MEMBER OF THE BOARD OF DIRECTORS OF THE
COMPANY AND EACH OF THE COMPANY'S SENIOR EXECUTIVE OFFICERS.
THE PARTIES
FURTHER AGREE TO DO NOTHING THAT WOULD DAMAGE THE OTHER'S BUSINESS REPUTATION OR
GOOD WILL.
THE CHIEF EXECUTIVE OFFICER OF THE COMPANY SHALL DRAFT AND SIGN A
LETTER OF REFERENCE FOR EXECUTIVE'S USE FOLLOWING THE SEPARATION DATE.
INQUIRIES FROM PROSPECTIVE EMPLOYERS OR JOB SEARCH FIRMS (INCLUDING, BUT NOT
LIMITED TO CHALLENGER, GRAY & CHRISTMAS, INC.) REGARDING EXECUTIVE WILL BE
DIRECTED TO ROBERT PAXTON, THE COMPANY'S SENIOR VICE PRESIDENT, HUMAN RESOURCES,
WHO WILL RESPOND THAT, ACCORDING TO COMPANY POLICY, HE IS ONLY PERMITTED TO
CONFIRM DATES OF EMPLOYMENT AND LAST POSITION HELD.
SECTION 7.
MUTUAL NO ADMISSIONS.
THE
COMPANY DENIES THAT IT OR ANY OF ITS EMPLOYEES OR AGENTS HAS TAKEN ANY IMPROPER
ACTION AGAINST EXECUTIVE, AND EXECUTIVE AGREES THAT THIS AGREEMENT SHALL NOT BE
ADMISSIBLE IN ANY PROCEEDING AS EVIDENCE OF IMPROPER ACTION BY THE COMPANY OR
ANY OF ITS EMPLOYEES OR AGENTS.
LIKEWISE, EXECUTIVE DENIES THAT HE HAS TAKEN
ANY IMPROPER ACTION AGAINST THE COMPANY, AND THE COMPANY AGREES THAT THIS
AGREEMENT SHALL NOT BE ADMISSIBLE IN ANY PROCEEDING AS EVIDENCE OF IMPROPER
ACTION BY EXECUTIVE.
SECTION 8.
COMPANY PROPERTY.
(A)
THE EXECUTIVE REPRESENTS AND WARRANTS THAT
HE HAS, AS OF THE DATE HEREOF, RETURNED TO THE COMPANY ALL INFORMATION,
PROPERTY, AND SUPPLIES BELONGING TO THE COMPANY AND/OR ITS AFFILIATES, INCLUDING
WITHOUT LIMITATION, ANY COMPANY AUTOS, KEYS (FOR EQUIPMENT OR FACILITIES),
LAPTOP COMPUTER AND RELATED EQUIPMENT, CELLULAR PHONE, SMART PHONE OR PDA
(INCLUDING SIM CARDS), SECURITY CARDS, CORPORATE CREDIT CARDS, AND THE ORIGINALS
AND ALL COPIES OF ALL FILES, MATERIALS, OR DOCUMENTS (WHETHER IN TANGIBLE OR
ELECTRONIC FORM) CONTAINING CONFIDENTIAL INFORMATION OR RELATING TO THE
COMPANY'S AND/OR ITS AFFILIATES' BUSINESS.
(B)
EXECUTIVE AGREES THAT HE SHALL NOT, AT ANY
TIME ON OR AFTER THE DATE HEREOF, DIRECTLY OR INDIRECTLY USE, ACCESS OR IN ANY
WAY ALTER OR MODIFY ANY OF THE DATABASES, E-MAIL SYSTEMS, SOFTWARE, COMPUTER
SYSTEMS OR HARDWARE OR OTHER ELECTRONIC, COMPUTERIZED OR TECHNOLOGICAL SYSTEMS
OF THE COMPANY.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT ANY SUCH CONDUCT BY
EXECUTIVE WOULD BE ILLEGAL AND WOULD SUBJECT EXECUTIVE TO LEGAL ACTION BY THE
COMPANY, INCLUDING WITHOUT LIMITATION CLAIMS FOR DAMAGES AND/OR APPROPRIATE
INJUNCTIVE RELIEF.
SECTION 9.
ASSISTANCE WITH CLAIMS.
EXECUTIVE AGREES, FOR THE PERIOD BEGINNING ON THE SEPARATION DATE, AND
CONTINUING FOR A REASONABLE TIME THEREAFTER (BUT FOR A PERIOD OF NOT LESS THAN
TWENTY-FOUR (24) MONTHS AFTER THE SEPARATION DATE), TO ASSIST THE COMPANY IN THE
DEFENSE OF ANY CLAIMS THAT MAY BE MADE AGAINST THE COMPANY, AND TO ASSIST THE
COMPANY IN THE PROSECUTION OF ANY CLAIMS THAT MAY BE MADE BY THE COMPANY, TO THE
EXTENT THAT SUCH CLAIMS MAY RELATE TO SERVICES PERFORMED BY EXECUTIVE FOR THE
COMPANY AND TO THE EXTENT SUCH ASSISTANCE WILL NOT CAUSE EXECUTIVE TO BE EXPOSED
TO INFORMATION THAT