3
Company (other than his cellphone, computer and any
other items that the Company expressly permits Executive
to keep). To the
extent that Executive retains any such items, or if he made
use of his own personal
computing devices (e.g., cellphone, laptop,
thumb drive, etc.), Executive will, upon request, deliver such
items to the Company for review and will permit the
Company to
delete all Company property and information therefrom,
and/or permit the Company to remotely delete all Company property
and
information from such items. For the avoidance of doubt,
notwithstanding anything to the contrary,
Executive shall be permitted
to retain his contacts (in electronic and paper form).
The Company shall pack and ship at its expense the personal items of
Executive that are in his office at the Company following
the Resignation Date.
8.
Cooperation
. Executive agrees that, upon the Company’s
reasonable notice to Executive and taking into consideration
Executive’s other commitments and
obligations, Executive shall fully cooperate with the Company
in investigating, defending,
prosecuting, litigating, filing, initiating or asserting any actual or
potential claims or investigations that may be made
by or against
the Company to the extent that such claims or investigations relate
to any matter in which Executive was involved (or alleged to
have been involved) while employed with the Company,
or during his service as a director, of
which Executive has knowledge by
virtue of Executive’s employment
with the Company or Executive’s
capacity as a director of the Company.
The Company will
advance to Executive the reasonable out-of-pocket expenses incurred
in rendering such cooperation.
9.
Permitted Conduct
. Nothing in this Agreement or the Employment Agreement
shall prohibit or restrict Executive from initiating
communications directly with, or responding to any inquiry
from, or providing testimony before, the Equal Employment
Opportunity Commission, the Department of Justice, the
Securities and Exchange Commission, or any other federal,
state or local
regulatory authority.
To the extent permitted
by law, upon receipt of any
subpoena, court order, or other legal process
compelling
the disclosure of any confidential information and trade secrets of
the Company, Executive agrees
to give prompt written notice to
the Company so as to permit the Company to protect its interests
in confidentiality to the fullest extent possible. Please take
notice
that federal law provides criminal and civil immunity
to federal and state claims for trade secret misappropriation
to individuals
who disclose a trade secret to their attorney,
a court, or a government official in certain, confidential
circumstances that are set
forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related
to the reporting or investigation of a suspected violation of the law,
or in
connection with a lawsuit for retaliation for reporting
a suspected violation of the law.
10.
Indemnification.
The Company shall defend and hold Executive harmle
ss to the fullest extent permitted by applicable law in
connection with any claim, action, suit, investigation
or proceeding arising out of or relating to performance by Executive
of
services for, or action of Executive
hereunder or as a director, officer,
employee or executive of the Company or of any parent,
subsidiary or affiliate of the Company,
or of any other person or enterprise at the Company’s
request. Expenses incurred by
Executive in defending such a claim, action, suit or investigation
or criminal proceeding shall be paid by the Company in
advance
of the final disposition thereof upon the receipt by the Company
of an undertaking by or on behalf of Executive to repay said
amount unless it shall ultimately be determined that Executive
is entitled to be indemnified hereunder; provided, however,
that
this shall not apply to a nonderivative action commenced
by the Company against Executive. This indemnification
obligation is in
addition to the obligations of the Company pursuant to
its articles of incorporation and bylaws.
11.
Controlling Law
.
This Agreement and all matters arising out of, or relating
to it, shall be governed by,
and construed in
accordance with, the laws of the Commonwealth of Pennsylvania.
12.
Jurisdiction
.
Any action arising out of, or relating to, any breach
of the Restrictive Covenants shall be brought and prosecuted
only in the United States District Court for the Eastern
District of Pennsylvania, or if such court does not have jurisdiction
or will
not accept jurisdiction, in any court
of general jurisdiction in Philadelphia, Pennsylvania, and the
jurisdiction of such court in any
such proceeding shall be exclusive. Executive also irrevocably
and unconditionally consents to the service of any process,
pleadings, notices or other papers.
13.
Amendment
.
The parties agree that this Agreement may not be altered,
amended or modified, in any respect, except by a writing
duly executed by both Parties.
14.
Entire Agreement
.
The parties understand that no promise, inducement or
other agreement not expressly contained herein has
been made conferring any benefit upon them, and that
this Agreement contains the entire agreement between the parties with
respect to the subject matter hereof, and that the terms of
this Agreement are contractual and not recitals only.
Prior to the
Resignation Date, the Employment Agreemen
t
shall apply to any termination of Executive’s
employment with the Company,
provided, however, that in the
event of a Separation from Service prior to the Resignation
Date, by action of the Company for any
reason other than Cause or the death or Disability of the
Executive, Executive shall receive the same compensation and benefits
that he would receive in the event of a resignation
prior to January 1, 2022, as set forth in Section 1 of this Agreement,
in lieu of
any payment under Section 4.4 of the Employment
Agreement. Following the Resignation Date, the provisions of
this Agreement
shall govern Executive’s service
as a director other than those provisions of the Employment
Agreement that by their terms apply
following termination of Executive’s
employment
as Chief Executive Officer and President of the Company
(including without
limitation Section 6 and 7.7), which shall continue
to apply to Executive.