THAT RECEIPT OF
SEVERANCE PAY UNDER SECTION 5(F) IS CONDITIONED UPON EXECUTIVE'S OBSERVANCE OF
SECTIONS 6, 7, 8 AND 9.
EXECUTIVE FURTHER AGREES THAT IN THE EVENT OF HIS
FAILURE TO OBSERVE THE
12
PROVISIONS OF SECTIONS 6, 7, 8 OR 9, (I) EXECUTIVE SHALL FORFEIT THE RIGHT TO
RECEIVE ANY PORTION OF HIS BONUS (II) THE COMPANY SHALL BE ENTITLED TO
DISCONTINUE FURTHER SEVERANCE PAYMENTS UNDER SECTION 5(F) AND (III) THE COMPANY
SHALL BE ENTITLED TO RECOVER FROM THE EXECUTIVE ANY PAYMENTS MADE TO THE
EXECUTIVE UNDER SECTION 5(F).
THE FOREGOING SHALL BE IN ADDITION TO ANY OTHER
REMEDIES OR RIGHTS THE COMPANY MAY HAVE AT LAW OR AT EQUITY AS A RESULT OF THE
EXECUTIVE'S FAILURE TO OBSERVE SUCH PROVISIONS.
(C)
CERTAIN ACKNOWLEDGMENTS.
THE EXECUTIVE ACKNOWLEDGES AND AGREES
THAT (I) THE EXECUTIVE HAS HAD AND WILL HAVE A PROMINENT ROLE IN THE MANAGEMENT
OF THE BUSINESS, AND THE DEVELOPMENT OF THE GOODWILL, OF THE COMPANY AND ITS
SUBSIDIARIES AND WILL ESTABLISH AND DEVELOP RELATIONS AND CONTACTS WITH THE
PRINCIPAL CUSTOMERS AND SUPPLIERS OF THE COMPANY AND ITS SUBSIDIARIES IN THE
UNITED STATES OF AMERICA AND THE REST OF THE WORLD, ALL OF WHICH CONSTITUTE
VALUABLE GOODWILL OF, AND COULD BE USED BY THE EXECUTIVE TO COMPETE UNFAIRLY
WITH, THE COMPANY AND ITS SUBSIDIARIES, (II) IN THE COURSE OF HIS EMPLOYMENT
WITH THE COMPANY, THE EXECUTIVE WILL OBTAIN CONFIDENTIAL AND PROPRIETARY
INFORMATION AND TRADE SECRETS CONCERNING THE BUSINESS AND OPERATIONS OF THE
COMPANY AND ITS SUBSIDIARIES AND AFFILIATES IN THE UNITED STATES OF AMERICA AND
THE REST OF THE WORLD THAT COULD BE USED TO COMPETE UNFAIRLY WITH THE COMPANY
AND ITS SUBSIDIARIES, (III) THE COVENANTS AND RESTRICTIONS CONTAINED IN THIS
AGREEMENT ARE INTENDED TO PROTECT THE LEGITIMATE INTERESTS OF THE COMPANY AND
ITS AFFILIATES IN THEIR RESPECTIVE GOODWILL, TRADE SECRETS AND OTHER
CONFIDENTIAL AND PROPRIETARY INFORMATION, (IV) THE EXECUTIVE DESIRES TO BE BOUND
BY SUCH COVENANTS AND RESTRICTIONS, (V) SUCH COVENANTS ARE A MATERIAL INDUCEMENT
FOR THE COMPANY TO ENTER INTO THIS AGREEMENT, AND (VI) HIS ECONOMIC MEANS AND
CIRCUMSTANCES ARE SUCH THAT THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE
RESTRICTIVE COVENANTS IN THIS AGREEMENT, WILL NOT PREVENT HIM FROM PROVIDING FOR
HIMSELF AND HIS FAMILY ON A BASIS SATISFACTORY TO HIM AND THEM.
(D)
BLUE PENCIL.
IT IS THE DESIRE OF THE PARTIES TO THIS AGREEMENT
THAT THE PROVISIONS OF SECTIONS 6 THROUGH 11, IN PARTICULAR, BE INTERPRETED AND
ENFORCED TO THE GREATEST EXTENT POSSIBLE (AND CONSISTENT WITH SECTION 16(E)).
12.
ASSUMPTION OF AGREEMENT.
THE COMPANY WILL REQUIRE ANY SUCCESSOR
(BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF
THE BUSINESS AND/OR ASSETS OF THE COMPANY, BY AGREEMENT IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE EXECUTIVE, TO EXPRESSLY ASSUME AND AGREE TO
PERFORM THE OBLIGATIONS OF THE COMPANY UNDER THIS AGREEMENT IN THE SAME MANNER
AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IF NO SUCH
SUCCESSION HAD TAKEN PLACE.
13.
INDEMNIFICATION.
THE COMPANY AGREES THAT IT