COMPANY ANY EMPLOYEE WHO IS EMPLOYED BY THE
COMPANY.
ADDITIONALLY, DURING THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY OR FOR
A PERIOD OF TWO (2) YEARS AFTER THE EXPIRATION OR TERMINATION OF THIS AGREEMENT
OR OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY FOR ANY REASON, THE EMPLOYEE SHALL
NOT, DIRECTLY OR INDIRECTLY THROUGH ANY OTHER INDIVIDUAL OR ENTITY, SOLICIT THE
BUSINESS OF ANY CUSTOMER OF THE COMPANY, OR SOLICIT, ENTICE, PERSUADE OR INDUCE
ANY INDIVIDUAL OR ENTITY TO TERMINATE, REDUCE OR REFRAIN FROM FORMING, RENEWING
OR EXTENDING ITS RELATIONSHIP, WHETHER ACTUAL OR PROSPECTIVE, WITH
4
THE COMPANY. DURING EMPLOYEE'S EMPLOYMENT AND FOR A PERIOD OF TWO (2) YEARS
THEREAFTER, EMPLOYEE WILL NOT DISRUPT, DAMAGE, IMPAIR OR INTERFERE WITH THE
BUSINESS OF THE COMPANY OR ANY OF ITS AFFILIATES OR SUBSIDIARIES WHETHER BY WAY
OF INTERFERING WITH OR EMPLOYING OR SEEKING TO EMPLOY ITS EMPLOYEES OR BY
DISRUPTING RELATIONSHIPS WITH CUSTOMERS, AGENTS, REPRESENTATIVES OR VENDORS OR
ANY OTHERS THAT HAVE A BUSINESS RELATIONSHIP WITH THE COMPANY.
8.
DISPARAGEMENT PROHIBITION.
THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT AS A RESULT OF HIS POSITION WITH THE
COMPANY, DISPARAGING OR CRITICAL STATEMENTS MADE BY THE EMPLOYEE MAY BE UNIQUELY
DETRIMENTAL TO THE COMPANY'S INTERESTS AND WELL-BEING.
THEREFORE, THE EMPLOYEE
AGREES TO USE HIS BEST EFFORTS TO ASSIST THE COMPANY IN PROMOTING AND PRESERVING
THE GOOD WILL AND OTHER BUSINESS INTERESTS OF THE COMPANY.
TO THIS END, THE
EMPLOYEE AGREES TO REFRAIN AT ALL TIMES, BOTH DURING THE EMPLOYEE'S EMPLOYMENT
AND AFTER THE TERMINATION THEREOF FOR ANY REASON, FROM MAKING DISPARAGING
COMMENTS, OR ANY PUBLIC STATEMENTS OR REMARKS ABOUT THE COMPANY OR ITS
AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES OR DIRECTORS, UNLESS PREVIOUSLY
APPROVED BY THE COMPANY'S BOARD OF DIRECTORS.
9.
TERMINATION AND SEVERANCE.
(A)
DEATH OR DISABILITY.
IN THE EVENT OF THE
EMPLOYEE'S DEATH OR IF THE EMPLOYEE SHOULD BECOME UNABLE TO PERFORM THE
ESSENTIAL FUNCTIONS OF THE EMPLOYEE'S POSITION WITH
REASONABLE ACCOMMODATION BY
THE COMPANY FOR A PERIOD OF SIX (6) MONTHS (REFERRED TO AS THE "DISABILITY"),
THIS AGREEMENT, AND THE COMPANY'S OBLIGATION TO MAKE FURTHER BASE SALARY OR
BONUS COMPENSATION PAYMENTS OR PROVIDE EMPLOYEE BENEFITS AS DEFINED IN PARAGRAPH
3 OF THIS AGREEMENT, SHALL TERMINATE.
THE EMPLOYEE'S RIGHTS TO OTHER
COMPENSATION AND BENEFITS, IF ANY, SHALL BE DETERMINED UNDER THE COMPANY'S
BENEFIT PLANS AND POLICIES APPLICABLE TO EMPLOYEE THEN IN EFFECT.
(B)
TERMINATION FOR CAUSE BY THE COMPANY.
BY
FOLLOWING THE PROCEDURE SET FORTH IN PARAGRAPH 9(E), THE COMPANY SHALL HAVE THE
RIGHT TO TERMINATE THIS AGREEMENT AND THE EMPLOYMENT OF THE EMPLOYEE FOR
"CAUSE."
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" IS DEFINED TO MEAN, THE
EMPLOYEE:
(I)
ENGAGES IN FRAUD, DISHONESTY, WILLFUL
MISCONDUCT, WILLFUL MISMANAGEMENT, OR GROSS NEGLIGENCE;
(II)
IS CONVICTED OF, OR PLEADS NOLO CONTENDRE
TO, A CRIME INVOLVING MORAL TURPITUDE;
(III)
VIOLATES PARAGRAPH 4 THROUGH 8; OR
(IV)
VOLUNTARILY TERMINATES EMPLOYMENT WITHOUT GOOD
REASON (AS DEFINED BELOW).
If the employment of the Employee is terminated by the Company for Cause, this
Agreement and the Company's obligation to make further Base Salary and Bonus