EMPLOYEE'S ACCOUNTANT AND ANY PROFESSIONAL
TAX ADVISOR TO THE EXTENT THAT THEY NEED TO KNOW THE SEPARATION INFORMATION IN
ORDER TO PROVIDE ADVICE ON TAX TREATMENT OR TO PREPARE TAX RETURNS, AND MUST
PREVENT DISCLOSURE OF ANY SEPARATION INFORMATION TO ALL OTHER THIRD PARTIES.
EMPLOYEE AGREES THAT HE WILL NOT PUBLICIZE, DIRECTLY OR INDIRECTLY, ANY
SEPARATION INFORMATION.
9.
TRADE SECRETS AND CONFIDENTIAL
INFORMATION/COMPANY PROPERTY.
EMPLOYEE REAFFIRMS AND AGREES TO OBSERVE AND
ABIDE BY THE CONFIDENTIALITY AGREEMENT, THE TERMS OF WHICH ARE ATTACHED HERETO
AS EXHIBIT A, SPECIFICALLY INCLUDING THE PROVISIONS THEREIN REGARDING
NONDISCLOSURE OF THE COMPANY'S TRADE SECRETS AND CONFIDENTIAL AND PROPRIETARY
INFORMATION.
EMPLOYEE'S SIGNATURE BELOW CONSTITUTES HIS CERTIFICATION UNDER
PENALTY OF PERJURY THAT HE HAS RETURNED ALL DOCUMENTS AND OTHER ITEMS PROVIDED
TO EMPLOYEE BY THE COMPANY, DEVELOPED OR OBTAINED BY EMPLOYEE IN CONNECTION WITH
HIS EMPLOYMENT WITH THE COMPANY, OR OTHERWISE BELONGING TO THE COMPANY.
10.
NO COOPERATION.
EMPLOYEE AGREES THAT HE
WILL NOT KNOWINGLY ENCOURAGE, COUNSEL, OR ASSIST ANY ATTORNEYS OR THEIR CLIENTS
IN THE PRESENTATION OR PROSECUTION OF ANY DISPUTES, DIFFERENCES, GRIEVANCES,
CLAIMS, CHARGES, OR COMPLAINTS BY ANY THIRD PARTY AGAINST ANY OF THE RELEASEES,
UNLESS UNDER A SUBPOENA OR OTHER COURT ORDER TO DO SO OR AS RELATED DIRECTLY TO
THE ADEA WAIVER IN THIS AGREEMENT.
EMPLOYEE AGREES BOTH TO IMMEDIATELY NOTIFY
THE COMPANY UPON RECEIPT OF ANY SUCH SUBPOENA OR COURT ORDER, AND TO FURNISH,
WITHIN THREE (3) BUSINESS DAYS OF ITS RECEIPT, A COPY OF SUCH SUBPOENA OR OTHER
COURT ORDER.
IF APPROACHED BY ANYONE FOR COUNSEL OR ASSISTANCE IN THE
PRESENTATION OR PROSECUTION OF ANY DISPUTES, DIFFERENCES, GRIEVANCES, CLAIMS,
CHARGES, OR COMPLAINTS AGAINST ANY OF THE RELEASEES, EMPLOYEE SHALL STATE NO
MORE THAN THAT HE CANNOT PROVIDE COUNSEL OR ASSISTANCE.
11.
NONDISPARAGEMENT.
EMPLOYEE AND COMPANY
AGREE TO REFRAIN FROM ANY DISPARAGEMENT, DEFAMATION, LIBEL, OR SLANDER OF ANY OF
THE RELEASEES, AND AGREES TO REFRAIN FROM ANY TORTIOUS INTERFERENCE WITH THE
CONTRACTS AND RELATIONSHIPS OF ANY OF THE RELEASEES.
EMPLOYEE SHALL DIRECT ANY
INQUIRIES BY POTENTIAL FUTURE EMPLOYERS TO THE COMPANY'S HUMAN RESOURCES
DEPARTMENT, WHICH SHALL USE ITS BEST EFFORTS TO PROVIDE ONLY THE EMPLOYEE'S LAST
POSITION AND DATES OF EMPLOYMENT.
12.
BREACH.
IN ADDITION TO THE RIGHTS PROVIDED
IN THE "ATTORNEYS' FEES" SECTION BELOW, EMPLOYEE ACKNOWLEDGES AND AGREES THAT
ANY MATERIAL BREACH OF THIS AGREEMENT, UNLESS SUCH BREACH CONSTITUTES A LEGAL
ACTION BY EMPLOYEE CHALLENGING OR SEEKING A DETERMINATION IN GOOD FAITH OF THE
VALIDITY OF THE WAIVER HEREIN UNDER THE ADEA, OR OF ANY PROVISION OF THE
CONFIDENTIALITY AGREEMENT SHALL ENTITLE THE COMPANY IMMEDIATELY TO RECOVER
AND/OR CEASE PROVIDING THE CONSIDERATION PROVIDED TO EMPLOYEE UNDER THIS
AGREEMENT AND TO OBTAIN DAMAGES, EXCEPT AS PROVIDED BY LAW.
13.
NO ADMISSION OF LIABILITY.
EMPLOYEE
UNDERSTANDS AND ACKNOWLEDGES THAT THIS AGREEMENT CONSTITUTES A COMPROMISE AND
SETTLEMENT OF ANY AND ALL ACTUAL OR POTENTIAL DISPUTED CLAIMS BY EMPLOYEE.
NO
ACTION TAKEN BY THE COMPANY HERETO, EITHER PREVIOUSLY OR IN CONNECTION WITH THIS
AGREEMENT, SHALL BE DEEMED OR CONSTRUED TO BE (A) AN ADMISSION OF THE