IN THIS AGREEMENT, OR TO CONTINUE IN EFFECT ANY BENEFIT OR STOCK
OPTION PLAN WHICH IS MATERIAL TO THE EXECUTIVE'S COMPENSATION, INCLUDING BUT NOT
LIMITED TO, THE PLANS, OR THE FAILURE TO PAY THE EXECUTIVE A BONUS PURSUANT TO
THE TERMS AND SUBJECT TO THE CONDITIONS OF SECTION 4(A) HEREOF; PROVIDED,
HOWEVER, THE EXECUTIVE SHALL NOT BE DEEMED TO HAVE GOOD REASON TO TERMINATE HIS
EMPLOYMENT UNTIL SUCH TIME AS THE COMPANY SHALL HAVE RECEIVED NOTICE OF THE
EXECUTIVE'S INTENT TO TERMINATE HIS EMPLOYMENT UPON THE OCCURRENCE OF AN EVENT
SET FORTH IN (A) OR (B) ABOVE, THE NATURE OF SUCH EVENT(S) AND THE COMPANY HAS
BEEN GIVEN THIRTY (30) DAYS TO REMEDY SUCH EVENTS.
SECTION 10.
AUTHORITY. THE EXECUTIVE REPRESENTS AND WARRANTS THAT HE HAS THE
ABILITY TO ENTER INTO THIS AGREEMENT AND PERFORM ALL OBLIGATIONS HEREUNDER, AND
THAT THERE ARE NO RESTRICTIONS ON THE EXECUTIVE OR ANY OBLIGATIONS OWED BY HIM
TO THIRD PARTIES WHICH ARE REASONABLY LIKELY, IN ANY WAY, TO DETRACT FROM OR
ADVERSELY AFFECT HIS PERFORMANCE HEREUNDER.
8
SECTION 11.
MISCELLANEOUS.
(A)
SEPARATE AGREEMENTS. THE COVENANTS OF THE EXECUTIVE CONTAINED IN
THIS AGREEMENT SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT AND SHALL BE
CONSTRUED AS SEPARATE AGREEMENTS INDEPENDENT OF ANY OTHER AGREEMENT, CLAIM, OR
CAUSE OF ACTION OF THE EXECUTIVE AGAINST THE COMPANY, WHETHER PREDICATED ON THIS
AGREEMENT OR OTHERWISE. THE COVENANTS CONTAINED IN THIS AGREEMENT ARE NECESSARY
TO PROTECT THE LEGITIMATE BUSINESS INTERESTS OF THE COMPANY.
(B)
ENTIRE AGREEMENT. THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT
THIS AGREEMENT SUPERSEDES ALL PREVIOUS CONTRACTS AND AGREEMENTS BETWEEN THE
COMPANY AND THE EXECUTIVE RELATING TO THE SUBJECT MATTER HEREOF AND THAT ANY
SUCH PREVIOUS CONTRACTS OR AGREEMENTS SHALL BECOME NULL AND VOID UPON EXECUTION
OF THIS AGREEMENT. THIS AGREEMENT CONSTITUTES THE COMPLETE AGREEMENT AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND NO PARTY HAS MADE
OR IS RELYING ON ANY PROMISES BY ANY OTHER PARTY OR THEIR RESPECTIVE
REPRESENTATIVES NOT CONTAINED IN THIS AGREEMENT.
(C)
SEVERABILITY. IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
ILLEGAL, INVALID OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS, SUCH PROVISION
SHALL BE FULLY SEVERABLE, THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS IF
SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION HAD NEVER COMPRISED A PART OF
THIS AGREEMENT, AND THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN
FULL FORCE AND EFFECT AND SHALL NOT BE AFFECTED BY THE ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION OR BY ITS SEVERANCE FROM THIS AGREEMENT. IF ANY
PROVISION OF THIS AGREEMENT IS HELD TO BE UNENFORCEABLE BECAUSE OF THE DURATION
OF SUCH PROVISION, THE AREA COVERED THEREBY OR THE SCOPE OF THE ACTIVITY
RESTRAINED, THE PARTIES HEREBY EXPRESSLY AGREE THAT THE COURT MAKING SUCH
DETERMINATION SHALL HAVE THE POWER TO REDUCE THE DURATION AND/OR AREAS OF SUCH
PROVISION AND/OR THE SCOPE OF THE ACTIVITY TO BE RESTRAINED CONTAINED IN SUCH
PROVISION AND, IN ITS REDUCED FORM, SUCH PROVISION SHALL THEN BE ENFORCEABLE.
(D)
SUCCESSOR AND ASSIGNS.
(I)
THIS AGREEMENT IS