OR OTHERWISE) WILL
CEASE.
(3)
IN ADDITION TO THE REMEDIES SPECIFIED IN
SECTION 4(F)(2) AND ANY OTHER RELIEF AWARDED BY ANY COURT, IF EMPLOYEE BREACHES
ANY OF THE COVENANTS:
(I)
EMPLOYEE WILL BE REQUIRED TO ACCOUNT FOR
AND PAY OVER TO THE COMPANY ALL COMPENSATION, PROFITS, MONIES, ACCRUALS,
INCREMENTS OR OTHER BENEFITS DERIVED OR RECEIVED BY EMPLOYEE AS A RESULT OF ANY
SUCH BREACH; AND
(II)
THE COMPANY WILL BE ENTITLED TO INJUNCTIVE
OR OTHER EQUITABLE RELIEF TO PREVENT FURTHER BREACHES OF THE COVENANTS BY
EMPLOYEE.
(4)
IF EMPLOYEE BREACHES SECTION 4, THEN THE
DURATION OF THE RESTRICTION THEREIN CONTAINED WILL BE EXTENDED FOR A PERIOD
EQUAL TO THE PERIOD THAT EMPLOYEE WAS IN BREACH OF SUCH RESTRICTION.
5.
TERMINATION.
EMPLOYEE'S EMPLOYMENT BY
THE COMPANY MAY BE TERMINATED AT ANY TIME.
UPON TERMINATION, EMPLOYEE WILL BE
ENTITLED TO THE PAYMENT OF ACCRUED AND UNPAID SALARY THROUGH THE DATE OF SUCH
TERMINATION.
ALL SALARY, COMMISSIONS AND BENEFITS WILL CEASE AT THE TIME OF
SUCH TERMINATION, SUBJECT TO THE TERMS OF ANY BENEFIT PLANS THEN IN FORCE OR
ENFORCEABLE UNDER APPLICABLE LAW AND APPLICABLE TO EMPLOYEE, AND THE COMPANY
WILL HAVE NO FURTHER LIABILITY OR OBLIGATION HEREUNDER BY REASON OF SUCH
TERMINATION; PROVIDED, HOWEVER, THAT SUBJECT TO SECTION 4(F)(2)(III), IF
EMPLOYEE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT CAUSE
EMPLOYEE WILL
BE ENTITLED TO CONTINUED PAYMENT OF HIS BASE SALARY (AT THE RATE IN EFFECT UPON
TERMINATION) FOR A PERIOD OF 12 MONTHS.
NOTWITHSTANDING THE FOREGOING, NO
AMOUNT WILL BE PAID OR BENEFIT PROVIDED UNDER THIS SECTION 5 UNLESS AND UNTIL
(X) EMPLOYEE EXECUTES AND DELIVERS A GENERAL RELEASE OF CLAIMS AGAINST THE
COMPANY AND ITS SUBSIDIARIES IN A FORM PRESCRIBED BY THE COMPANY, AND (Y) SUCH
RELEASE BECOMES IRREVOCABLE.
ANY SEVERANCE PAY OR BENEFITS PROVIDED UNDER
6
THIS SECTION 5 WILL BE IN LIEU OF, NOT IN ADDITION TO, ANY OTHER SEVERANCE
ARRANGEMENT MAINTAINED BY THE COMPANY.
6.
MISCELLANEOUS.
A.
OTHER AGREEMENTS.
EMPLOYEE REPRESENTS
AND WARRANTS TO THE COMPANY THAT THERE ARE NO RESTRICTIONS, AGREEMENTS OR
UNDERSTANDINGS WHATSOEVER TO WHICH HE IS A PARTY THAT WOULD PREVENT OR MAKE
UNLAWFUL HIS EXECUTION OF THIS AGREEMENT, THAT WOULD BE INCONSISTENT OR IN
CONFLICT WITH THIS AGREEMENT OR EMPLOYEE'S OBLIGATIONS HEREUNDER, OR THAT WOULD
OTHERWISE PREVENT, LIMIT OR IMPAIR THE PERFORMANCE BY EMPLOYEE OF HIS DUTIES TO
THE COMPANY.
B.
ENTIRE AGREEMENT; AMENDMENT.
THIS
AGREEMENT CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO
RELATING TO THE SUBJECT MATTER HEREOF, AND MERGES AND SUPERSEDES ALL PRIOR AND
CONTEMPORANEOUS DISCUSSIONS, AGREEMENTS AND UNDERSTANDINGS OF EVERY NATURE
RELATING TO THE EMPLOYMENT OF EMPLOYEE BY THE COMPANY.
THIS AGREEMENT MAY NOT
BE CHANGED OR MODIFIED, EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY EACH OF THE
PARTIES HERETO.
C.
WAIVER.
ANY WAIVER OF ANY TERM OR
CONDITION HEREOF WILL NOT OPERATE AS A WAIVER OF ANY OTHER TERM OR CONDITION OF
THIS AGREEMENT.
ANY FAILURE TO ENFORCE ANY PROVISION HEREOF WILL NOT OPERATE AS
A WAIVER OF SUCH PROVISION OR OF ANY OTHER PROVISION