EXECUTIVE ALSO WAIVES AND RELEASES FOREVER ANY RIGHT OR
RIGHTS HE MIGHT HAVE TO SEEK ELECTION OR REELECTION TO THE BOARD OF DIRECTORS OF
THE COMPANY OR ANY OF THE COMPANY RELEASED PARTIES AT ANY TIME IN THE FUTURE.
EXECUTIVE AGREES THAT HE SHALL NOT TO SEEK OR MAKE APPLICATION FOR EMPLOYMENT
WITH, NOR WILL HE SEEK OR ACCEPT ELECTION OR REELECTION TO THE BOARD OF
DIRECTORS OF, ANY OF THE COMPANY RELEASED PARTIES AT ANY TIME IN THE FUTURE.
8.
CONFIDENTIALITY:
UNTIL THIS AGREEMENT IS PUBLICLY FILED BY
COMPANY, EXECUTIVE AGREES NOT TO DIRECTLY OR INDIRECTLY DISCLOSE THE TERMS,
AMOUNT OR FACT OF THIS AGREEMENT TO ANYONE OTHER THAN BY EXECUTIVE TO HIS
IMMEDIATE FAMILY, COUNSEL, ACCOUNTANT OR TAX ADVISOR, EXCEPT AS SUCH DISCLOSURE
MAY BE REQUIRED FOR ACCOUNTING OR TAX REPORTING PURPOSES OR AS OTHERWISE MAY BE
REQUIRED BY LAW.
6
9.
ACKNOWLEDGEMENT OF RESTRICTIONS; NON-COMPETITION; CONFIDENTIAL
INFORMATION:
EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS CONTINUING
NON-COMPETITION, NON-SOLICITATION AND NON-DISCLOSURE OBLIGATIONS PURSUANT TO THE
CONFIDENTIALITY AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY.
EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THE NON-COMPETITION, NON-SOLICITATION AND
NON-DISCLOSURE PROVISIONS OF THE CONFIDENTIALITY AGREEMENT ARE VALID, BINDING
AND ENFORCEABLE, AND EXECUTIVE REAFFIRMS HIS OBLIGATION TO CONTINUE TO ABIDE
FULLY AND COMPLETELY WITH ALL PROVISIONS OF THE CONFIDENTIALITY AGREEMENT,
INCLUDING WITHOUT LIMITATION THE NON-COMPETITION, NON-SOLICITATION AND
NON-DISCLOSURE PROVISIONS, AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL
OPERATE TO EXCUSE OR OTHERWISE RELIEVE EXECUTIVE OF SUCH OBLIGATION.
10.
RETURN OF COMPANY PROPERTY.
EXECUTIVE CONFIRMS THAT EXECUTIVE HAS
RETURNED ALL OF THE COMPANY'S PROPERTY TO THE COMPANY, INCLUDING BUT NOT LIMITED
TO, COMPANY FILES, NOTES, DRAWINGS, RECORDS, BUSINESS PLANS AND FORECASTS,
FINANCIAL INFORMATION, SPECIFICATIONS, COMPUTER-RECORDED INFORMATION, TANGIBLE
PROPERTY, INCLUDING COMPUTERS, KEYS, ACCESS CARDS, IDENTIFICATION BADGES, CREDIT
CARDS, CELL PHONES AND PDAS ISSUED TO EXECUTIVE, AND ANY PROPRIETARY OR
CONFIDENTIAL INFORMATION OF THE COMPANY (AND ALL REPRODUCTIONS THEREOF).
11.
EXPENSE REIMBURSEMENT.
EXECUTIVE CONFIRMS THAT EXECUTIVE HAS
SUBMITTED HIS FINAL DOCUMENTED EXPENSE REIMBURSEMENT STATEMENT REFLECTING ALL
BUSINESS EXPENSES INCURRED THROUGH THE RESIGNATION DATE, IF ANY, FOR WHICH
EXECUTIVE SHALL SEEK REIMBURSEMENT.
THE COMPANY AGREES TO PAY THE AMOUNT OF ALL
SUCH EXPENSES TO EXECUTIVE PROMPTLY TO THE EXTENT SUCH EXPENSES ARE IN
COMPLIANCE WITH THE COMPANY'S REIMBURSEMENT POLICIES.
IN ADDITION, THE COMPANY
AGREES TO REIMBURSE EXECUTIVE UP TO AN AGGREGATE OF $17,500 FOR THE FEES AND
EXPENSES OF VINSON & ELKINS L.L.P., SPECIAL COUNSEL TO EXECUTIVE, INCURRED IN
THE COURSE OF NEGOTIATING THIS AGREEMENT.
12.
NONDISPARAGEMENT:
EACH PARTY AGREES THAT IT WILL NOT MAKE (AND
THE COMPANY AGREES TO PREVENT ANY EXECUTIVE OFFICER OR MEMBER OF THE BOARD OF
DIRECTORS OF THE COMPANY OR THE COMPANY'S CURRENT AND FORMER PARENT, SUBSIDIARY,
AFFILIATED, AND RELATED CORPORATIONS, FIRMS, ASSOCIATIONS, PARTNERSHIPS, LIMITED
LIABILITY COMPANIES AND ENTITIES FROM MAKING) ANY STATEMENTS, WRITTEN OR VERBAL,
OR CAUSE OR ENCOURAGE OTHERS TO MAKE ANY STATEMENTS, WRITTEN OR VERBAL, THAT
DEFAME OR DISPARAGE THE PERSONAL OR BUSINESS REPUTATION, PRACTICES, PROSPECTS OR
CONDUCT OF THE OTHER INCLUDING, IN THE CASE OF THE COMPANY, ITS EMPLOYEES,
DIRECTORS, STOCKHOLDERS, AND