The Executive agrees not to make negative comments or otherwise disparage the Company and each of its subsidiaries and affiliates and their respective officers, directors, employees, shareholders, agents, services or products.  The Board agrees not to (and shall instruct the Company’s named executive officers not to), directly or indirectly, disparage the Executive in any manner that is likely to be harmful to the Executive’s business reputation.  The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Company’s executives and directors shall not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties and obligations to the Company.