ALL SUCH AGREEMENTS
SHALL SURVIVE THE PARTIES' ENTRY INTO THIS AGREEMENT TO THEIR MAXIMUM LAWFUL
EXTENT EXCEPT AS SPECIFICALLY SUPERSEDED BY THIS AGREEMENT.
12.
TWENTY-ONE DAY CONSIDERATION PERIOD.
THIS AGREEMENT IS BEING GIVEN
TO EMPLOYEE ON OCTOBER 7, 2010.
EMPLOYEE ACKNOWLEDGES THAT HE IS ENTITLED TO
TAKE UP TO TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER WHETHER TO ACCEPT THIS
AGREEMENT, AND THAT IF HE SIGNS THIS AGREEMENT BEFORE EXPIRATION OF THE 21-DAY
PERIOD, HE HAS DONE SO VOLUNTARILY.
EMPLOYEE AGREES THAT ANY MODIFICATIONS,
MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT DO NOT RESTART OR AFFECT IN ANY
MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.
Initials: ____
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13.
SEVEN DAY REVOCATION PERIOD.
AFTER SIGNING THIS AGREEMENT, EMPLOYEE
SHALL HAVE A PERIOD OF SEVEN (7) CALENDAR DAYS TO REVOKE THE AGREEMENT BY
PROVIDING THE COMPANY WITH WRITTEN NOTICE OF HIS REVOCATION.
TO BE EFFECTIVE,
SUCH REVOCATION MUST BE IN WRITING, MUST SPECIFICALLY REVOKE THIS AGREEMENT, AND
MUST BE RECEIVED BY THE COMPANY PRIOR TO THE EIGHTH CALENDAR DAY FOLLOWING
EMPLOYEE'S EXECUTION OF THIS AGREEMENT. THIS AGREEMENT SHALL BECOME EFFECTIVE,
ENFORCEABLE, AND IRREVOCABLE ON THE EIGHTH CALENDAR DAY FOLLOWING EMPLOYEE'S
EXECUTION OF THIS AGREEMENT.
ANY REVOCATION OF THIS AGREEMENT, HOWEVER, SHALL
NOT AFFECT THE FINALITY OF THE SEPARATION OF EMPLOYEE'S EMPLOYMENT WITH THE
COMPANY ON THE SEPARATION DATE.
14.
ACKNOWLEDGMENT OF BEING ADVISED TO CONSULT LEGAL COUNSEL.
THIS
AGREEMENT IS AN IMPORTANT LEGAL DOCUMENT.
EMPLOYEE ACKNOWLEDGES THAT THE
COMPANY HAS ADVISED HIM IN WRITING TO CONSULT WITH AN ATTORNEY OF HIS CHOICE
PRIOR TO SIGNING THIS AGREEMENT, AND THAT HE HAS HAD THE OPPORTUNITY TO CONSULT
WITH AN ATTORNEY TO THE EXTENT HE SO DESIRES.
15.
CONFIDENTIALITY.
AS A MATERIAL INDUCEMENT TO THE COMPANY TO ENTER
INTO THIS AGREEMENT, EMPLOYEE PROMISES AND AGREES TO MAINTAIN CONFIDENTIALITY
REGARDING THIS AGREEMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT TO
THE EXTENT THE COMPANY PUBLICLY DISCLOSES ITS TERMS IN ACCORDANCE WITH PUBLIC
COMPANY DISCLOSURE REQUIREMENTS.
THEREFORE, EXCEPT TO THE EXTENT OF ANY PUBLIC
DISCLOSURE BY THE COMPANY, EMPLOYEE PROMISES AND COVENANTS NOT TO DISCLOSE,
PUBLICIZE, OR CAUSE TO BE PUBLICIZED ANY OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT EXCEPT TO HIS IMMEDIATE FAMILY, AND TO HIS ATTORNEY OR ACCOUNTANT TO
THE EXTENT REASONABLY NECESSARY TO OBTAIN PROFESSIONAL ADVICE WITH RESPECT TO
THE PARTIES' RIGHTS AND OBLIGATIONS AS STATED HEREIN, OR OTHERWISE AS PERMITTED
BY LAW.
EMPLOYEE FURTHER PROMISES AND COVENANTS TO USE HIS BEST EFFORTS TO
PREVENT ANY FURTHER DISCLOSURE OF THIS AGREEMENT BY ANY SUCH PERSONS TO WHOM HE
DOES MAKE DISCLOSURE.
16.
AMBIGUITIES.
EMPLOYEE AND THE COMPANY AGREE THAT THE GENERAL RULE
THAT AMBIGUITIES SHALL BE CONSTRUED AGAINST THE DRAFTING PARTY SHALL NOT APPLY
TO ANY INTERPRETATION OF THIS AGREEMENT.
17.
INTERPRETATION.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
SHALL BE INTERPRETED IN SUCH A MANNER AS TO BE VALID AND EFFECTIVE UNDER
APPLICABLE LAW.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID OR
FOR ANY REASON UNENFORCEABLE, IT SHALL BE DEEMED SEPARABLE FROM, AND