Confidentiality; Cooperation. (a) The Executive shall not disclose either directly or indirectly to any person in any manner whatsoever any information of any kind regarding the terms of this Agreement, except the Executive may disclose the existence and terms of this Agreement to his attorneys, family members, tax and financial advisors and prospective employers and to others to the extent required by law; provided, however, that each such person receiving such information shall be required to maintain the confidentiality of such information (other than in the event of a disclosure as required by law). (b) The exclusive statements which shall be made to any person concerning the termination of the Executive's employment are (i) statements set forth in a press release that the Company may issue; provided, however, that the form of such press release shall be subject to the Executive's approval, which approval shall not be unreasonably withheld or delayed, and (ii) a statement to indicate that the Executive and the Company have come to an amicable resolution regarding the Executive's resignation; provided, however, that this Section 5(b) shall not preclude the Company from making such disclosures as are necessary on a confidential basis to its Board of Directors, provided that such directors shall maintain the confidentiality of such information (other than in the event of a disclosure as required by law), and such other disclosures as are required by law. (c) The Executive shall not for any reason whatsoever, directly or indirectly, either alone or jointly with any person and whether as principal, servant or agent, in any way comment (in writing or otherwise) negatively about the Company, any of its subsidiaries or affiliates or their respective officers, directors, shareholders or employees to any person or entity, disparage its products, plans or management to any supplier, vendor, contractor, creditor, shareholder or potential shareholder, media, subcontractor, competitor, customer or potential customer or any other person or entity, or do anything else to affect adversely the good will of the Company or any of its subsidiaries and affiliates. The Company hereby covenants with the Executive that it will not for any reason whatsoever, directly or indirectly in any way comment (in writing or otherwise) negatively about the Executive to any person. (d) The Executive shall cooperate fully with the Company in connection with any and all existing and future investigations or litigation brought by, against or involving the Company or any of its subsidiaries, officers or directors, whether administrative, civil or criminal in nature, in which and to the extent the Company, in its reasonable discretion, deems necessary. The Company shall reimburse the Executive for all reasonable out-of- pocket expenses incurred by the Executive in connection with his cooperation provided such expenses are approved in advance by the Company.
Appears in 1 contract
Confidentiality; Cooperation. (a) The Executive shall not disclose either directly or indirectly to any person in any manner whatsoever any information of any kind regarding the terms of this Agreement, except the Executive may disclose the existence and terms of this Agreement to his attorneys, family members, tax and financial advisors and prospective employers and to others to the extent required by law; provided, however, provided however that each such person receiving such information shall be required to maintain the confidentiality of such information (other than in the event of a disclosure as required by law).
(b) The exclusive statements which shall be made to any person concerning the termination of the Executive's employment are (ia) the statements set forth in a the press release annexed hereto as Exhibit B (the "Press Release") or in any other press release that the Company may issue; provided, however, that (i) the Executive acknowledges that the Company shall not be required to issue the Press Release or any other press release relating to the termination of the Executive's employment, and (ii) in the event that the Company issues a press release which varies materially from the form of the Press Release attached hereto, the Executive shall have the right to approve the form of such press release shall be subject to the Executive's approvalrelease, which approval shall not be unreasonably withheld or delayed, and (iib) a statement to indicate that the Executive and the Company have come to an amicable resolution regarding the Executive's resignation; provided, however, that this Section 5(b6(b) shall not preclude the Company from making such disclosures as are necessary on a confidential basis to its Board of Directors, provided that such directors shall maintain the confidentiality of such information (other than in the event of a disclosure as required by law), and such other disclosures as are required by law.
(c) The Executive shall not for any reason whatsoever, directly or indirectly, either alone or jointly with any person and whether as principal, servant or agent, in any way comment (in writing or otherwise) negatively about the Company, any of its subsidiaries or affiliates or their respective officers, directors, shareholders or employees to any person or entity, disparage its products, plans or management to any supplier, vendor, contractor, creditor, shareholder or potential shareholder, media, subcontractor, competitor, customer or potential customer or any other person or entity, or do anything else to affect adversely the good will of the Company or any of its subsidiaries and affiliates. The Company hereby covenants with the Executive that it will not for any reason whatsoever, directly or indirectly in any way comment (in writing or otherwise) negatively about the Executive to any person.
(d) The Executive shall cooperate fully with the Company in connection with any and all existing and future investigations or litigation brought by, against or involving the Company or any of its subsidiaries, officers or directors, whether administrative, civil or criminal in nature, in which and to the extent the Company, in its reasonable discretion, deems necessary. The Company shall reimburse the Executive for all reasonable out-of- of-pocket expenses incurred by the Executive in connection with his cooperation provided such expenses are approved in advance by the Company. The Company shall use commercially reasonable efforts to limit any disruption to the Executive's employment caused by the Executive's cooperation in any such investigation or litigation. In the event that the Executive is required to take time off from full-time employment in order to fulfill his obligations under this Section 6(d), the Company shall pay the Executive for any lost wages resulting therefrom subject to an hourly cap equal to the Consulting Fee.
(e) The Executive has disclosed to an appropriate officer of the Company or to the Board of Directors any information in his possession or subject to his control concerning any conduct of the Company, any of the Company's subsidiaries or any employee that he has reason to believe is or may be unlawful or unethical in any respect.
Appears in 1 contract
Confidentiality; Cooperation. (a) The a. Neither the Company nor Executive will issue any press release or publish any public document or make any public statement relating to or connected with or arising out of any matters relating to his employment by the Company or its termination or any matters contained in this Agreement without the prior written consent of the other as to its contents and the manner of its presentation and publication, except as, after consultation with counsel, either party may conclude disclosure is required by law or regulation. In response to any inquiry as to the status of the Executive or his termination from the Company, neither the Company nor the Executive shall not disclose either directly or indirectly to any person respond other than as provided for in any manner whatsoever any information of any kind regarding the terms of this Agreement, except the Executive may disclose the existence and terms of this Agreement previously agreed to his attorneys, family members, tax and financial advisors and prospective employers and to others to the extent required by law; provided, however, that each such person receiving such information shall be required to maintain the confidentiality of such information (other than in the event of a disclosure as required by law).
(b) The exclusive statements which shall be made to any person concerning the termination of the Executive's employment are (i) statements set forth in a press release that the Company may issue; or other public statement, provided, however, that the form Company may confirm to third parties upon the request of such press release shall be subject Executive the dates of Executive's employment
b. Subsequent to the Executive's approvalTermination Date, the Executive will consult and cooperate with the Company, to the extent reasonably requested by the Company, without further compensation, in respect of (A) any litigation or claims now pending or subsequently commenced or made against the Company which approval shall not be unreasonably withheld relate to the period during which the Executive was employed by the Company and with respect to which the Executive had knowledge or delayedinvolvement, and (iiB) a statement to indicate that the resolution of existing or former business relationships of the Company in which the Executive and had direct involvement, on behalf of the Company have come to an amicable resolution regarding Company, during the Executive's resignationperiod he was employed by the Company; provided, . however, that this Section 5(b(a) shall not preclude the Company from making shall provide Executive with reasonable notice of any request for consultation or assistance; (b) such disclosures consultation or assistance will be given at such time or times as are necessary on a confidential basis reasonably convenient to its Board both the Company and Executive and so as to not interfere with any business -10- 11 activity or employment of Directors, provided that such directors shall maintain the confidentiality of such information (other than in the event of a disclosure as required by law), and such other disclosures as are required by law.
Executive; (c) The Executive shall not for any reason whatsoever, directly or indirectly, either alone or jointly with any person and whether as principal, servant or agent, in any way comment (in writing or otherwise) negatively about the Company, any of its subsidiaries or affiliates or their respective officers, directors, shareholders or employees to any person or entity, disparage its products, plans or management to any supplier, vendor, contractor, creditor, shareholder or potential shareholder, media, subcontractor, competitor, customer or potential customer or any other person or entity, or do anything else to affect adversely the good will of the Company shall advance or reimburse to Executive any of its subsidiaries out-of-pocket costs incurred by him in rendering such consultation or assistance; and affiliates. The Company hereby covenants with the Executive that it will not for any reason whatsoever, directly or indirectly in any way comment (in writing or otherwise) negatively about the Executive to any person.
(d) The the Executive shall cooperate fully be entitled to such exoneration and indemnification with respect to such matters as is referred to in the Company in connection with any and all existing and future investigations or litigation brought by, against or involving the Company or any penultimate sentence of its subsidiaries, officers or directors, whether administrative, civil or criminal in nature, in which and to the extent the Company, in its reasonable discretion, deems necessary. The Company shall reimburse the Executive for all reasonable out-of- pocket expenses incurred by the Executive in connection with his cooperation provided such expenses are approved in advance by the CompanySection 9a hereof.
Appears in 1 contract
Confidentiality; Cooperation. (a) The a. Neither the Company nor ---------------------------- Executive will issue any press release or publish any public document or make any public statement relating to or connected with or arising out of any matters relating to his employment by the Company or its termination or any matters contained in this Agreement without the prior written consent of the other as to its contents and the manner of its presentation and publication, except as, after consultation with counsel, either party may conclude disclosure is required by law or regulation. In response to any inquiry as to the status of the Executive or his termination from the Company, neither the Company nor the Executive shall not disclose either directly or indirectly to any person respond other than as provided for in any manner whatsoever any information previously agreed to press release or other public statement, provided, however, that the Company may confirm to third parties upon the request of any kind regarding Executive the terms dates of Executive's employment at the Company, his titles and/or compensation. Except as set out in this Agreement, except the Executive may disclose paragraph the existence and terms contents of this Agreement shall remain entirely confidential, except that each party may disclose it to his attorneys, family members, tax and financial advisors and prospective employers the Internal Revenue Service and to others their respective professional advisers.
b. Subsequent to the Termination Date, the Executive will consult and cooperate with the Company, to the extent required reasonably requested by lawthe Company, without further compensation, in respect of (A) any litigation or claims now pending or subsequently commenced or made against the Company which relate to the period during which the Executive was employed by the Company and with respect to which the Executive had knowledge or involvement, and (B) the resolution of existing or former business relationships of the Company in which the Executive had direct involvement, on behalf of the Company, during the period he was employed by the Company; provided, however, that each such person receiving such information (a) the -------- ------- Company shall be required to maintain the confidentiality provide Executive with reasonable notice of such information (other than in the event of a disclosure as required by law).
any request for consultation or assistance; (b) The exclusive statements which shall such consultation or assistance will be made given at such time or times as are reasonably convenient to any person concerning the termination of the Executive's employment are (i) statements set forth in a press release that both the Company may issue; provided, however, that the form of such press release shall be subject to the Executive's approval, which approval shall not be unreasonably withheld or delayed, and (ii) a statement to indicate that the Executive and the Company have come so as to an amicable resolution regarding the not unduly interfere with any business activity or employment of Executive's resignation; provided, however, that this Section 5(b) shall not preclude the Company from making such disclosures as are necessary on a confidential basis to its Board of Directors, provided that such directors shall maintain the confidentiality of such information (other than in the event of a disclosure as required by law), and such other disclosures as are required by law.
(c) The Executive shall not for any reason whatsoever, directly or indirectly, either alone or jointly with any person and whether as principal, servant or agent, in any way comment (in writing or otherwise) negatively about the Company, any of its subsidiaries or affiliates or their respective officers, directors, shareholders or employees to any person or entity, disparage its products, plans or management to any supplier, vendor, contractor, creditor, shareholder or potential shareholder, media, subcontractor, competitor, customer or potential customer or any other person or entity, or do anything else to affect adversely the good will of the Company shall advance or reimburse to Executive any of its subsidiaries out-of-pocket costs incurred by him in rendering such consultation or assistance; and affiliates. The Company hereby covenants with the Executive that it will not for any reason whatsoever, directly or indirectly in any way comment (in writing or otherwise) negatively about the Executive to any person.
(d) The the Executive shall cooperate fully be entitled to such exoneration and indemnification with respect to such matters as is referred to in the Company in connection with any and all existing and future investigations or litigation brought by, against or involving the Company or any penultimate sentence of its subsidiaries, officers or directors, whether administrative, civil or criminal in nature, in which and to the extent the Company, in its reasonable discretion, deems necessarySection 9a. The Company shall reimburse the Executive for all reasonable out-of- pocket expenses incurred by the Executive in connection with his cooperation provided such expenses are approved in advance by the Companyhereof.
Appears in 1 contract
