Executive's Successors. This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive dies while any amounts are still payable hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's devisee, legatee, or other designee or, if there be no such designees, to Executive's estate.

Termination of Executive's Employment. Executive's employment with the Company terminated on the Separation Date.

Executive is expected to devote one hundred percent (100%) of Executive's working time and Executive's full attention to the business interests of Employer; provided, however, that, after obtaining prior written approval of the Board, Executive may devote reasonable time and effort to community and charitable activities and organizations, so long as they do not interfere with performance of the Employment Duties. The Parties acknowledge and agree that Executive shall be permitted to devote reasonable time in connection with completing the book Executive is currently authoring. Any request for Executive to serve on the board of directors of any for profit corporation must be approved in writing in advance by the Board.

Binding Effect. This Release shall be binding upon the Company and upon Executive and Executive's heirs, administrators, representatives, executors, successors and assigns and the Company's representatives, successors and assigns. In the event of Executive's death, this Release shall operate in favor of Executive's estate and all payments, obligations and consideration will continue to be performed in favor of Executive's estate.

Executive's Business Activities. Executive shall devote his entire business time, attention and energy to the business and affairs of the Company. Executive may serve as a member of the Board of Directors of other organizations that do not compete with the Company, and may participate in other professional, civic, governmental organizations, and activities that do not materially affect his ability to carry out his duties hereunder.

Executive's Assistance in Legal Matters. Upon Executive’s termination of employment with the Company for any reason, Executive shall, during normal business hours, reasonably cooperate with the Company in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company to the extent that such investigation, proceeding or dispute may relate to matters of which Executive has material knowledge as a result of Executive’s serving as an employee, officer or director of the Company or any subsidiary or affiliate of the Company (including Executive being available to the Company upon reasonable written notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information in his possession and turning over to the Company all relevant documents which are or may come into Executive’s possession or control, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). This obligation encompasses (and requires) Executive’s providing testimony, in court, upon deposition or by affidavit, that is truthful, accurate and complete, according to information actually known to Executive; and providing to the Company or its counsel truthful, accurate and complete information to the extent actually known to Executive in connection with the prosecution or defense of the Company or subsidiary or affiliate in such litigation or claims. Without limiting the generality of the foregoing, to the extent that the Company seeks such assistance, the Company shall, whenever possible, provide Executive with reasonable advance written notice of its need for Executive’s assistance and will attempt to coordinate with Executive the time and place at which Executive’s assistance will be provided with the goal of minimizing the impact of such assistance on any other business or personal commitment that Executive may have. In the event the Company requires Executive’s reasonable assistance or cooperation in accordance with this Section 16, the Company shall reimburse Executive for Executive’s reasonable time, the value of which shall be calculated as the product of # the hours spent by Executive pursuant to this Section 16 and # a rate which shall be calculated by dividing Executive’s final Base Salary by 2080, provided that the Company shall not reimburse Executive for any time Executive spends actually rendering any testimony. In addition, the Company shall reimburse Executive for reasonable travel expenses (including lodging and meals) upon submission of itemized receipts therefor and, to the extent that it is reasonable that Executive will perform or provide the requested services or assistance away from his usual place of business or residence, the Company shall also reimburse other reasonable out of pocket expenses actually incurred by Executive in performing or providing such services or assistance, upon submission of itemized receipts therefor.

Conflict of interest and other work13

Executive's Assistance in Legal Matters. Upon Executive’s termination of employment with the Company for any reason, Executive shall, during normal business hours, reasonably cooperate with the Company in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company to the extent that such investigation, proceeding or dispute may relate to matters of which Executive has material knowledge as a result of Executive’s serving as an employee, officer or director of the Company or any subsidiary or affiliate of the Company (including Executive being available to the Company upon reasonable written notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information in his possession and turning over to the Company all relevant documents which are or may come into Executive’s possession or control, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). This obligation encompasses (and requires) Executive’s providing testimony, in court, upon deposition or by affidavit, that is truthful, accurate and complete, according to information actually known to Executive; and providing to the Company or its counsel truthful, accurate and complete information to the extent actually known to Executive in connection with the prosecution or defense of the Company or subsidiary or affiliate in such litigation or claims. Without limiting the generality of the foregoing, to the extent that the Company seeks such assistance, the Company shall, whenever possible, provide Executive with reasonable advance written notice of its need for Executive’s assistance and will attempt to coordinate with Executive the time and place at which Executive’s assistance will be provided with the goal of minimizing the impact of such assistance on any other business or personal commitment that Executive may have. In the event the Company requires Executive’s reasonable assistance or cooperation in accordance with this Section 16, the Company shall reimburse Executive for Executive’s reasonable time, the value of which shall be calculated as the product of # the hours spent by Executive pursuant to this Section 16 and # a rate which shall be calculated by dividing Executive’s final Base Salary by 2080, provided that the Company shall not reimburse Executive for any time Executive spends actually rendering any testimony. In addition, the Company shall reimburse Executive for reasonable travel expenses (including lodging and meals) upon submission of itemized receipts therefor and, to the extent that it is reasonable that Executive will perform or provide the requested services or assistance away from his usual place of business or residence, the Company shall also reimburse other reasonable out of pocket expenses actually incurred by Executive in performing or providing such services or assistance, upon submission of itemized receipts therefor.

Executive's Successors. The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

Executive's Business Activities. Executive shall devote his entire business time, attention and energy to the business and affairs of the Company. Executive may serve as a member of the Board of Directors of other organizations that do not compete with the Company, and may participate in other professional, civic, governmental organizations, and activities that do not materially affect his ability to carry out his duties hereunder.