Jamba Juice 2015 Annual Report Download - page 99

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9 . Proprietary Information Obligations. Executive agrees to continue to abide by the terms and conditions of the confidentiality and/or
proprietary rights agreement between the Participant and the Company or any other member of the Company Group.
10. Cooperation. After the Separation Date, you agree to cooperate fully with the Company in connection with its actual or contemplated defense,
prosecution, or investigation of any claims, demands, or other matters arising from events, acts or failures to act which occurred during the time period in
which you were employed by the Company. Cooperation includes, without limitation, making yourself available upon reasonable notice at the Company’s
request for interviews, depositions and trial testimony.
11 . 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;  , that: you may disclose this Agreement to your immediate family, attorneys, accountants, tax
preparers and financial advisors, and you may also disclose this Agreement as may be 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.
12. Public Communications; Non-Disparagement. Executive agrees that all communications with Company’s investors, the media, and franchisees
shall be consistent with the written communication plan established by the Board with input from Executive. At all times prior to and after the Separation
Date, Executive agrees that Executive will not make any disparaging or derogatory remarks about the Company or any of its officers, directors, employees, or
agents or the Board at any time.
1 3 . Section 409A. This Agreement shall be interpreted such that the payments made thereunder shall comply with, or be exempt from, Section
409A of the Internal Revenue Code, as amended, and the Treasury Regulations and any applicable guidance thereunder (“Section 409A”), and all provisions
of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. To the
extent that the Company determines that any payment or benefit pursuant to this Agreement is subject to Section 409A, such payment or benefit shall be
made at such times and in such forms as the Company determines are required to comply with Section 409A (including, without limitation, in the case of any
amount that is payable in connection with termination of Executive’s employment, such amount will only be paid in the event that such termination
constitutes a “separation from service” within the meaning of Section 409A and will be paid on the first business day following a six-month delay if
Executive shall be a specified employee (within the meaning of Section 409A), in each case, to the extent necessary to comply with Section 409A). For
purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)
(iii).
14. No Claims Filed. You represent and warrant that you have not filed or instituted any claim before any court, administrative agency, arbitrator,
or other tribunal against the Company. This Agreement does not prevent you from filing an administrative charge against the Company that may not be
released as a matter of law; however, you agree that you shall not be entitled to recover any monetary payments or other individual benefits in any such
proceeding
15. Entire Agreement. This Agreement and the Plan constitute the complete, final and exclusive embodiment of the entire agreement between you
and the Company with regard to this subject matter. It supersedes any and all agreements entered into by and between you and the Company. It is entered
into voluntarily, without reliance on any promise or representation, written or oral, other than those expressly contained herein.
6