OF THIS AGREEMENT.
6.
NO ADMISSION.
FLEGEL AND THE COMPANY FURTHER UNDERSTAND AND
AGREE THAT NEITHER THE PAYMENT OF MONEY NOR THE EXECUTION OF THIS RELEASE SHALL
CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY LIABILITY WHATSOEVER BY FLEGEL
OR THE COMPANY RELEASEES.
THE COMPANY FURTHER AGREES THAT FLEGEL'S PERFORMANCE
OF HIS DUTIES AND RESPONSIBILITIES WAS AT ALL TIMES SATISFACTORY AND IN
ACCORDANCE WITH THE EMPLOYMENT AGREEMENT.
7.
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT ARE
SEVERABLE, AND IF ANY PART OF THIS AGREEMENT IS FOUND TO BE UNENFORCEABLE, THE
OTHER PARAGRAPHS (OR PORTIONS THEREOF) SHALL REMAIN FULLY VALID AND ENFORCEABLE.
8.
CONFIDENTIALITY.
THE TERMS OF THIS AGREEMENT ARE TO BE KEPT
CONFIDENTIAL BY FLEGEL AND THE COMPANY.
NOTWITHSTANDING THE FOREGOING, NOTHING
SHALL PREVENT OR RESTRICT FLEGEL FROM DISCLOSING THE TERMS OF THIS AGREEMENT TO
(I) IMMEDIATE FAMILY AND/OR PROFESSIONALS WHO ADVISE FLEGEL WITH RESPECT TO
FINANCIAL OR LEGAL MATTERS AFTER FLEGEL HAS OBTAINED SUCH PERSONS' AGREEMENT TO
RESPECT THE CONFIDENTIALITY PROVISIONS HEREIN, (II) LOCAL, STATE OR FEDERAL TAX
AUTHORITIES, AND/OR (III) AS REQUIRED BY APPLICABLE LAW.
THE PARTIES
ACKNOWLEDGE, HOWEVER, THAT THE COMPANY MAY HAVE AN OBLIGATION TO DISCLOSE THIS
AGREEMENT, OR THE TERMS THEREOF, BY LAW AND/OR RULE OR REGULATION OF THE SEC
AND/OR NASDAQ AND, AS SUCH, THE AGREEMENT, OR THE TERMS THEREOF, MAY NOT, IN
FACT, BE KEPT CONFIDENTIAL BY THE COMPANY.
ACCORDINGLY, TO THE EXTENT THE
COMPANY IS OBLIGATED TO DISCLOSE THIS AGREEMENT, OR THE TERMS THEREOF, FLEGEL
SHALL BE PERMITTED TO DISCLOSE THE SAME INFORMATION.
9.
NO DISPARAGEMENT/PROFESSIONAL CONDUCT.
FLEGEL FURTHER
AGREES NOT TO DISPARAGE THE COMPANY, ITS PRODUCTS OR ANY COMPANY RELEASEES.
COMPANY FURTHER AGREES, AS A CONDITION TO FLEGEL'S EXECUTION OF THIS AGREEMENT,
NOT TO DISPARAGE FLEGEL.
10.
PROTECTION OF CONFIDENTIAL INFORMATION AND PROPERTY.
A.
FLEGEL ACKNOWLEDGES THAT, EXCEPT FOR INFORMATION THAT FROM TIME
TO TIME HAS BEEN PROPERLY DISCLOSED BY THE COMPANY IN PUBLIC FILINGS AND
ANNOUNCEMENTS AND COMMERCIAL DEALINGS, THE COMPANY HAS OR MAY HAVE A LEGITIMATE
NEED FOR AND/OR INTEREST IN PROTECTING THE CONFIDENTIALITY OF ALL INFORMATION
AND DATA PERTAINING TO THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS
SUBSIDIARIES, INCLUDING WITHOUT LIMITATION INFORMATION AND DATA RELATING TO (I)
MANUFACTURING OPERATIONS AND COSTS, (II) DISTRIBUTION AND SERVICING METHODS AND
COSTS, (III) MERCHANDISING TECHNIQUES, (IV) SALES AND PROMOTIONAL METHODS, (V)
CUSTOMER, VENDOR AND PERSONNEL RELATIONSHIPS AND ARRANGEMENTS, (VI) RESEARCH AND
DEVELOPMENT PROJECTS, (VII) INFORMATION AND DATA PROCESSING TECHNOLOGIES, AND
(VIII) STRATEGIC AND TACTICAL PLANS AND INITIATIVES (ALL SUCH INFORMATION AND
DATA, OTHER THAN THAT WHICH HAS BEEN PROPERLY DISCLOSED AS AFORESAID, BEING
HEREINAFTER REFERRED TO AS "CONFIDENTIAL INFORMATION").
B.
FLEGEL ACKNOWLEDGES THAT, IN THE COURSE OF HIS EMPLOYMENT AND
CONSULTANCY, (I) HE HAS PARTICIPATED AND/OR WILL PARTICIPATE IN THE DEVELOPMENT
OF CONFIDENTIAL INFORMATION, (II) HE HAS BEEN AND/OR WILL BE INVOLVED IN THE USE
AND APPLICATION OF CONFIDENTIAL INFORMATION FOR CORPORATE PURPOSES, AND (III) HE
OTHERWISE HAS BEEN AND/OR WILL BE GIVEN ACCESS TO AND ENTRUSTED WITH
CONFIDENTIAL INFORMATION FOR CORPORATE PURPOSES.
C.
FLEGEL AGREES THAT, DURING THE