This excerpt taken from the PANC 10-Q filed Nov 10, 2005.
7. Amendment to Non-Compete Agreement. In consideration of the severance and other benefits provided in this Agreement, the terms of your Non-Compete Agreement shall be amended as follows:
(a) Section 4(b) shall be deleted in its entirety and shall be replaced with the following Section 4(b):
For a period of 12 full months following the effective date of the termination of my employment with the Company, I will not, directly or indirectly, engage in, participate in, or assist, as owner, part-owner, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity, any business organization, anywhere in the world whose activities or products are directly or indirectly competitive with activities or products of the Company (Competing Activities) without written consent from the Company (which consent will not be unreasonably withheld in those instances where such engagement, participation or assistance does not involve risk of use or disclosure of Proprietary Information.
(b) Section 4(c) shall be deleted in its entirety and shall be replaced with the following Section 4(c):
8. Confidentiality. The provisions of this Agreement will be held in strictest confidence by you and the Company and will not be publicized or disclosed in any manner whatsoever; provided, however, that: (a) you may disclose this Agreement to your immediate family; (b) the parties may disclose this Agreement in confidence to their respective attorneys, accountants, auditors, tax preparers, and financial advisors; (c) the Company may disclose this Agreement as necessary to fulfill standard or legally required corporate reporting or disclosure requirements, including, but not limited to, disclosure in connection with due diligence conducted by or on behalf of any potential investor(s) in the Company or potential purchaser(s) of the Company or substantially all of the assets of the Company; and (d) the parties may disclose this Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law. In particular, and without limitation, you agree not to disclose the terms of this Agreement to any current or former Company employee.
9. Nondisparagement. Following your termination from employment, both you and the Company agree not to disparage the other party, and the other partys officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that both you and the Company will respond accurately and fully to any question, inquiry or request for information when required by legal process.
10. Release of Claims. In exchange for the payment of severance and the additional benefits provided with respect to equity hereunder at the time of your separation, you agree to enter into a waiver and general release of legal claims against the Company and its affiliates and employees in a form satisfactory to the Company.
11. Miscellaneous. This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the
benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of Maryland as applied to contracts made and to be performed entirely within Maryland. The parties submit to the jurisdiction of the state and/or federal courts located in the county in the Companys principal place of business.