TO AND SHALL NOT
RECEIVE ANY FURTHER PAYMENTS, BENEFITS, OR OTHER COMPENSATION OR RECOVERY OF ANY
KIND FROM THE COMPANY OR ANY OF THE OTHER COMPANY RELEASED PARTIES.
NOCCHIERO
FURTHER AGREES THAT IN THE EVENT OF ANY FURTHER PROCEEDINGS WHATSOEVER BASED
UPON ANY MATTER RELEASED HEREIN, THE COMPANY AND EACH OF THE OTHER COMPANY
RELEASED PARTIES SHALL HAVE NO FURTHER MONETARY OR OTHER OBLIGATION OF ANY KIND
TO NOCCHIERO, INCLUDING WITHOUT LIMITATION ANY OBLIGATION FOR ANY COSTS,
EXPENSES OR ATTORNEYS' FEES INCURRED BY OR ON BEHALF OF NOCCHIERO.
8.
RETURN OF PROPERTY.
WITHOUT LIMITING, MODIFYING OR OTHERWISE
AFFECTING PARAGRAPHS 5 AND 6 AND EXHIBITS A AND C TO THE EMPLOYMENT AGREEMENT,
NOCCHIERO SHALL PROMPTLY RETURN TO THE COMPANY ALL PROPERTY OF THE COMPANY AND
THE OTHER COMPANY RELEASED PARTIES THAT IS WITHIN HIS POSSESSION, CUSTODY OR
CONTROL.
5
9.
NO FUTURE EMPLOYMENT OR ENGAGEMENT.
NOCCHIERO HAS NO PRESENT OR
FUTURE RIGHT TO EMPLOYMENT WITH THE COMPANY OR ANY OF THE OTHER COMPANY RELEASED
PARTIES AND SHALL NOT APPLY OR SEEK CONSIDERATION FOR ANY EMPLOYMENT,
ENGAGEMENT, OR CONTRACT WITH ANY OF THEM.
10.
CONFIDENTIALITY.
EXCEPT AS REQUIRED BY LAW OR TO ENFORCE THE
OBLIGATIONS ESTABLISHED BY THIS AGREEMENT, NOCCHIERO AGREES THAT, FOR SO LONG AS
THIS AGREEMENT IS TREATED AS CONFIDENTIAL BY MERISANT, HE WILL NOT DISCLOSE THE
TERMS OF THIS AGREEMENT TO ANY THIRD PARTIES WITH THE EXCEPTION OF HIS
ACCOUNTANTS (AND OTHER PERSONAL FINANCIAL ADVISORS), ATTORNEYS, AND SPOUSE, AND
SHALL USE HIS REASONABLE BEST EFFORTS TO ENSURE THAT EACH SUCH PERSON MAINTAINS
ANY SUCH DISCLOSED INFORMATION IN THE STRICTEST CONFIDENCE AND DOES NOT DISCLOSE
ANY SUCH INFORMATION TO ANY OTHER PERSON.
NOCCHIERO SHALL, TO THE EXTENT
PRACTICABLE, PROVIDE THE COMPANY AND THE OTHER COMPANY RELEASED PARTIES WITH AS
MUCH ADVANCED NOTICE OF ANY SUCH LEGALLY REQUIRED DISCLOSURE AS PRACTICABLE
PRIOR TO MAKING ANY SUCH DISCLOSURE.
NOTHING HEREIN SHALL PROHIBIT THE COMPANY
FROM MAKING DISCLOSURES PURSUANT TO THE FEDERAL SECURITIES LAWS AND THE RULES OF
THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PROMULGATED THEREUNDER AND THE
RULES OF ANY STOCK EXCHANGE OR NATIONAL SECURITIES MARKET ON WHICH MERISANT'S,
MERISANT US'S OR WORLDWIDE'S (OR ANY OF THEIR AFFILIATES') SECURITIES ARE
TRADED.
NOCCHIERO ACKNOWLEDGES AND AGREES THAT THE COMPANY MAY FILE A COPY OF
THIS AGREEMENT WITH THE SEC AND, THEREFORE, THAT THE TERMS HEREOF WILL BE
PUBLICLY DISCLOSED.
11.
COOPERATION.
NOCCHIERO AGREES THAT HE SHALL COOPERATE FULLY WITH
THE COMPANY AND ANY OF THE OTHER COMPANY RELEASED PARTIES DURING AND AFTER THE
TRANSITION PERIOD:
(A) IN INVESTIGATING, DEFENDING, PROSECUTING, LITIGATING,
FILING, INITIATING OR ASSERTING ANY ACTUAL OR POTENTIAL CLAIMS OR INVESTIGATIONS
(INCLUDING WITHOUT LIMITATION IN CONNECTION WITH ANY LEGAL, EQUITABLE,
ADMINISTRATIVE, OR OTHER PROCEEDINGS) THAT MAY BE MADE BY OR AGAINST THE COMPANY
OR ANY OF THE OTHER COMPANY RELEASED PARTIES, TO THE EXTENT THAT SUCH CLAIMS OR
INVESTIGATIONS MAY RELATE TO OR ARISE OUT OF NOCCHIERO'S EMPLOYMENT WITH THE
COMPANY OR HIS ACTIVITIES RELATING TO OR ON BEHALF OF ANY OF THE COMPANY
RELEASED PARTIES; AND (B) IN CONSULTING WITH