ACKNOWLEDGE THAT SIGNIFICANT DAMAGES WILL BE CAUSED BY
A BREACH OF ANY OF THE COVENANTS, BUT THAT SUCH DAMAGES WILL BE DIFFICULT TO
QUANTIFY.
THEREFORE, THE PARTIES AGREE THAT THE COMPANY SHALL HAVE THE RIGHT TO
ENFORCE SECTION 4 BY INJUNCTION, SPECIFIC PERFORMANCE OR OTHER EQUITABLE RELIEF,
WITHOUT PREJUDICE TO ANY OTHER RIGHTS AND REMEDIES THAT THE COMPANY MAY HAVE FOR
A BREACH, OR THREATENED BREACH, OF THE COVENANTS.
(2)
IN ADDITION TO THE REMEDIES SPECIFIED IN
SECTION 4.F.(1)A AND ANY OTHER RELIEF AWARDED BY ANY COURT, IF EMPLOYEE BREACHES
ANY OF THE COVENANTS:
A.
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
B.
THE COMPANY WILL BE ENTITLED TO INJUNCTIVE OR OTHER EQUITABLE
RELIEF TO PREVENT FURTHER BREACHES OF THE COVENANTS BY EMPLOYEE.
(3)
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.
A.
EXCEPT AS SPECIFIED IN SECTIONS 5.B. AND
5.C., UPON TERMINATION OF EMPLOYMENT, INCLUDING TERMINATION DUE TO EMPLOYEE'S
DEATH, 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.
B.
IF EMPLOYEE'S EMPLOYMENT DOES NOT
AUTOMATICALLY RENEW, IS TERMINATED BY THE COMPANY WITHOUT CAUSE, IF EMPLOYEE
TERMINATES FOR GOOD REASON IN ACCORDANCE WITH SECTIONS 7.F. OR IF EMPLOYEE
TERMINATES DUE TO DISABILITY, EMPLOYEE WILL BE ENTITLED TO THE FOLLOWING:
(1)
MONTHLY PAYMENTS FOR A PERIOD OF 18 MONTHS FOLLOWING THE
TERMINATION DATE IN AN AMOUNT EQUAL TO THE QUOTIENT OBTAINED BY DIVIDING (X) THE
SUM OF (A) 1.5 TIMES THE BASE SALARY PAID IN THE 12-MONTH PERIOD PRECEDING THE
TERMINATION DATE AND (B) THE TOTAL CASH BONUS PAID PURSUANT TO SECTIONS 3.A.(3)
AND (4) IN THE 12-MONTH PERIOD PRECEDING THE TERMINATION DATE BY (Y) 18;
PROVIDED IF EMPLOYEE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT CAUSE
PRIOR TO THE FIRST ANNIVERSARY OF THE EMPLOYMENT COMMENCEMENT DATE, SUCH AMOUNT
SHALL NOT BE LESS THAN $1,000,000 PAYABLE OVER THE 18-MONTH PERIOD.
7
(2)
REIMBURSEMENT FOR COSTS INCURRED IN OBTAINING OUTPLACEMENT
SERVICES, AT A COST NOT TO EXCEED $100,000, SUBJECT TO PROVISION OF
DOCUMENTATION REASONABLY SATISFACTORY TO THE COMPANY.
(3)
MEDICAL COVERAGE FOLLOWING THE DATE OF TERMINATION UNTIL THE
EARLIER TO OCCUR OF THE EXPIRATION OF 18 MONTHS OR THE DATE ON WHICH EMPLOYEE IS
ELIGIBLE FOR COVERAGE UNDER A PLAN MAINTAINED BY A NEW EMPLOYER OR A PLAN
MAINTAINED BY HIS SPOUSE'S EMPLOYER, AT THE LEVEL IN EFFECT AT THE DATE OF HIS
TERMINATION (OR GENERALLY COMPARABLE COVERAGE) FOR