SHALL BE COMMUNICATED BY A WRITTEN NOTICE OF TERMINATION TO EXECUTIVE OR THE
COMPANY, RESPECTIVELY, DELIVERED IN ACCORDANCE WITH SECTION 13(I) HEREOF. FOR
PURPOSES OF THIS AGREEMENT, A "NOTICE OF TERMINATION" SHALL MEAN A NOTICE WHICH
SHALL INDICATE THE SPECIFIC TERMINATION PROVISION IN THE AGREEMENT RELIED UPON,
THE DATE OF TERMINATION, AND SHALL SET FORTH IN REASONABLE DETAIL THE FACTS AND
CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF EMPLOYMENT UNDER THE
PROVISION SO INDICATED. THE DATE OF TERMINATION OF EXECUTIVE'S EMPLOYMENT SHALL
BE THE DATE SO STATED IN THE NOTICE OF TERMINATION, WHICH DATE, IN THE EVENT OF
A TERMINATION BY EXECUTIVE PURSUANT TO SECTION 9(D), SHALL BE NO LESS THAN SIXTY
(60) DAYS FOLLOWING THE DELIVERY OF A NOTICE OF TERMINATION; PROVIDED, HOWEVER
THAT THE COMPANY CAN ELECT TO WAIVE THE SIXTY (60) DAY NOTICE REQUIRED AND
REQUIRE EXECUTIVE'S EMPLOYMENT TO TERMINATE IMMEDIATELY UPON WRITTEN NOTICE TO
EXECUTIVE; AND PROVIDED, FURTHER, THAT IN THE CASE OF A TERMINATION FOR CAUSE BY
THE COMPANY, THE DATE OF TERMINATION SHALL BE THE DATE THE NOTICE OF TERMINATION
IS DELIVERED IN ACCORDANCE WITH SECTION 13(I).
12
(G)
CONTINUATION OF EMPLOYMENT; TERMINATION ON OR AFTER EXPIRATION OF
EMPLOYMENT TERM. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR THE PARTIES
OTHERWISE AGREE IN WRITING, CONTINUATION OF EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY BEYOND THE EXPIRATION OF THE EMPLOYMENT TERM SHALL BE DEEMED AN
EMPLOYMENT AT WILL AND SHALL NOT BE DEEMED TO EXTEND ANY OF THE PROVISIONS OF
THIS AGREEMENT, AND EXECUTIVE'S EMPLOYMENT MAY THEREAFTER BE TERMINATED AT WILL
BY EXECUTIVE OR THE COMPANY. THE EXPIRATION OF THE EMPLOYMENT TERM ON DECEMBER
31, 2009 SHALL NOT BE CAUSE FOR THE PAYMENT OF SEVERANCE OR POST-EMPLOYMENT
BENEFITS PURSUANT TO THIS AGREEMENT IF EXECUTIVE IS NOT OTHERWISE TERMINATED
PURSUANT TO SECTION 9 OF THIS AGREEMENT PRIOR TO SUCH DATE. IF EXECUTIVE'S
EMPLOYMENT IS CONTINUED AFTER DECEMBER 31, 2009, NOTHING IN THIS AGREEMENT SHALL
BE CONSTRUED AS LIMITING, PROHIBITING OR GUARANTEEING HIS PARTICIPATION IN ANY
COMPENSATION, SEVERANCE, OR BENEFIT PLAN FROM AND AFTER JANUARY 1, 2010, SUBJECT
TO THE TERMS OF SUCH PLANS.
10.
RESTRICTIVE COVENANTS.
(A)
NON-COMPETITION/NON-SOLICITATION. EXECUTIVE ACKNOWLEDGES AND
RECOGNIZES THE HIGHLY COMPETITIVE NATURE OF THE BUSINESSES OF THE COMPANY,
PARENT AND THEIR SUBSIDIARIES AND ACCORDINGLY AGREES AS FOLLOWS:
(I)
WHILE EMPLOYED BY THE COMPANY AND FOR A PERIOD OF TWELVE
(12) MONTHS FOLLOWING THE DATE EXECUTIVE CEASES TO BE EMPLOYED BY THE COMPANY,
(THE "RESTRICTED PERIOD"), EXECUTIVE WILL NOT DIRECTLY OR INDIRECTLY (U) ENGAGE
IN ANY "COMPETITIVE BUSINESS" (DEFINED BELOW) FOR EXECUTIVE'S OWN ACCOUNT,
(V) ENTER THE EMPLOY OF, OR RENDER ANY SERVICES TO, ANY PERSON ENGAGED IN ANY
COMPETITIVE BUSINESS, (W) ACQUIRE A FINANCIAL INTEREST IN, OR OTHERWISE BECOME
ACTIVELY INVOLVED WITH, ANY PERSON ENGAGED IN ANY COMPETITIVE BUSINESS, DIRECTLY
OR INDIRECTLY, AS AN INDIVIDUAL, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR,
PRINCIPAL, AGENT, TRUSTEE OR CONSULTANT, (X) INTERFERE WITH BUSINESS
RELATIONSHIPS (WHETHER FORMED BEFORE OR AFTER THE EFFECTIVE DATE) BETWEEN THE
COMPANY AND CUSTOMERS OR SUPPLIERS OF, OR CONSULTANTS TO, THE COMPANY, (Y)