payment shall be based on the Executive's base annual
salary for 2007 of $210,000.
The Executive acknowledges and agrees that, other than the Separation Benefits,
from the Separation Date, the Executive is entitled to no other salary,
consideration and/or benefits under the Employment Agreement or otherwise.
5.
CONFIDENTIAL INFORMATION.
THE EXECUTIVE ACKNOWLEDGES HIS
OBLIGATION TO KEEP CONFIDENTIAL ALL NON-PUBLIC INFORMATION CONCERNING THE
COMPANY AND ALL OF ITS DIRECT AND INDIRECT SUBSIDIARIES (COLLECTIVELY, THE
"GROUP") WHICH HE ACQUIRED DURING THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY,
AS STATED MORE FULLY IN SECTION 8 OF THE EMPLOYMENT AGREEMENT, WHICH REMAINS IN
FULL FORCE AND EFFECT.
THE EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT SUCH
OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT BOTH DURING AND AFTER THE
SEPARATION DATE.
6.
RETURN OF COMPANY PROPERTY.
OTHER THAN THE MOBILE PHONE BEING
USED BY THE EXECUTIVE AS OF THE SEPARATION DATE, THE EXECUTIVE AGREES TO RETURN
ON OR BEFORE THE SEPARATION DATE ALL EQUIPMENT AND PROPERTY BELONGING TO THE
GROUP INCLUDING, BUT NOT LIMITED TO, ANY GROUP CREDIT CARD (AND TO BE
RESPONSIBLE FOR ALL NON-BUSINESS RELATED EXPENSES).
7.
NON-COMPETITION AND NON-SOLICITATION.
THE EXECUTIVE ACKNOWLEDGES
HIS OBLIGATIONS TO COMPLY WITH THE NON-COMPETITION AND NON-SOLICITATION
PROVISIONS SET FORTH IN SECTION 7 OF THE EMPLOYMENT AGREEMENT, WHICH REMAIN IN
FULL FORCE AND EFFECT.
THE EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT SUCH
NON-COMPETITION OBLIGATIONS SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL THE
FIRST ANNIVERSARY OF THE SEPARATION DATE AND THAT
2
SUCH NON-SOLICITATION OBLIGATIONS SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL
THE SECOND ANNIVERSARY OF THE SEPARATION DATE.
8.
NATURE OF AGREEMENT.
THE EXECUTIVE AND THE COMPANY UNDERSTAND
AND AGREE THAT THIS AGREEMENT IS A SEPARATION AGREEMENT AND DOES NOT CONSTITUTE
AN ADMISSION OF LIABILITY OR WRONGDOING ON THE PART OF EITHER PARTY.
9.
AMENDMENT.
THIS AGREEMENT SHALL BE BINDING UPON THE PARTIES AND
MAY NOT BE ABANDONED, SUPPLEMENTED, CHANGED OR MODIFIED IN ANY MANNER, ORALLY OR
OTHERWISE, EXCEPT BY AN INSTRUMENT IN WRITING OF CONCURRENT OR SUBSEQUENT DATE
SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO.
THIS
AGREEMENT IS BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES AND
THEIR RESPECTIVE AGENTS, ASSIGNS, HEIRS, EXECUTORS, SUCCESSORS AND
ADMINISTRATORS.
10.
WAIVER OF RIGHTS.
NO DELAY OR OMISSION BY THE COMPANY OR THE
EXECUTIVE IN EXERCISING ANY RIGHTS UNDER THIS AGREEMENT SHALL OPERATE AS A
WAIVER OF THAT OR ANY OTHER RIGHT.
A WAIVER OR CONSENT GIVEN BY THE COMPANY OR
THE EXECUTIVE ON ANY ONE OCCASION SHALL BE EFFECTIVE ONLY IN THAT INSTANCE AND
SHALL NOT BE CONSTRUED AS A BAR OR WAIVER OF ANY RIGHT ON ANY OTHER OCCASION.
11.
VALIDITY.
SHOULD ANY PROVISION OF THIS AGREEMENT BE DECLARED OR
BE DETERMINED BY ANY COURT OF COMPETENT JURISDICTION TO BE ILLEGAL OR INVALID,
THE VALIDITY OF THE REMAINING PARTS, TERMS, OR PROVISIONS SHALL NOT BE AFFECTED
THEREBY AND SAID ILLEGAL OR INVALID PART, TERM OR PROVISION SHALL BE DEEMED NOT
TO BE A PART OF THIS AGREEMENT.
12.
APPLICABLE