first
six (6) months following the Date of Termination shall be paid in the seventh
(7th) month following the Date of Termination. However, in the event of any such
modification and/or amendment which has the effect of reducing the economic
benefit receivable by Employee under this Contract, Company shall pay to
Employee a reimbursement amount which will have the effect of offsetting (on an
after-tax basis) the amount of such economic benefit lost.
(E)
EMPLOYEE SHALL NOT BE REQUIRED TO MITIGATE THE AMOUNT OF ANY
PAYMENT PROVIDED FOR IN THIS SUBPARAGRAPH (3) BY SEEKING OTHER EMPLOYMENT OR
OTHERWISE, NOR SHALL THE AMOUNT OF ANY PAYMENT PROVIDED FOR IN THIS
SUBPARAGRAPH (3) BE REDUCED BY ANY COMPENSATION EARNED BY EMPLOYEE AS THE RESULT
OF SELF-EMPLOYMENT OR EMPLOYMENT BY ANOTHER EMPLOYER.
B.
BY EMPLOYEE. IF SUCH TERMINATION IS CAUSED BY EMPLOYEE FOR ANY
REASON, COMPANY WILL HAVE NO OBLIGATION TO PAY TO EMPLOYEE ANY COMPENSATION OR
FRINGE BENEFITS FOLLOWING THE DATE OF TERMINATION.
9.
DISCLOSURE OF CONFIDENTIAL INFORMATION; COVENANT NOT TO
COMPETE. COMPANY POSSESSES SECRET AND CONFIDENTIAL EQUIPMENT, TECHNIQUES,
PROCESSES, PROCEDURES, TECHNICAL DATA AND INFORMATION, AND CUSTOMER LISTS USED
OR INTENDED FOR UTILIZATION IN ITS OPERATIONS OF WHICH EMPLOYEE HAS OBTAINED OR
MAY OBTAIN KNOWLEDGE, AND COMPANY WOULD SUFFER SERIOUS HARM IF THIS CONFIDENTIAL
INFORMATION WERE DISCLOSED OR IF EMPLOYEE USED THIS INFORMATION TO COMPETE
AGAINST COMPANY. FURTHER, EMPLOYEE IN THE PERFORMANCE OF SERVICES HEREUNDER MAY
DEVELOP OR CONCEIVE NEW AND ADDITIONAL INVENTIONS AND IMPROVEMENTS WITH RESPECT
TO SUCH MATTERS. ACCORDINGLY, EMPLOYEE HEREBY AGREES THAT SIMULTANEOUSLY WITH
THE EXECUTION OF THIS CONTRACT HE SHALL EXECUTE AND DELIVER TO COMPANY AND
THEREAFTER ABIDE BY THE TERMS OF A "CONFIDENTIALITY AGREEMENT AND COVENANT NOT
TO COMPETE" AND "DISCLOSURE AND INVENTION AGREEMENT," COPIES OF EACH OF WHICH
ARE ATTACHED HERETO RESPECTIVELY AS EXHIBITS "B" AND "C" AND INCORPORATED HEREIN
BY REFERENCE.
10.
REMEDIES. EMPLOYEE AGREES THAT IN THE EVENT OF HIS BREACH OF HIS
COVENANTS AND AGREEMENTS CONTAINED OR REFERENCED IN THIS CONTRACT, COMPANY SHALL
BE ENTITLED TO OBTAIN INJUNCTIVE OR SIMILAR RELIEF FROM A COURT OF COMPETENT
JURISDICTION. THE COVENANTS CONTAINED IN EXHIBITS "B" AND "C" HEREOF SHALL BE
CONSTRUED AS AGREEMENTS INDEPENDENT OF ANY OTHER AGREEMENTS BETWEEN COMPANY AND
EMPLOYEE, AND THE EXISTENCE OF ANY CLAIM OR CAUSE OF ACTION OF EMPLOYEE AGAINST
COMPANY, WHETHER PREDICATED ON THIS CONTRACT OR OTHERWISE, SHALL NOT CONSTITUTE
A DEFENSE TO THE ENFORCEMENT BY COMPANY OF THOSE CONVEYANCES. COMPANY SHALL BE
ENTITLED TO REASONABLE ATTORNEYS' FEES AND RELATED LEGAL COSTS IN THE EVENT OF A
BREACH, OR ATTEMPTED BREACH, OF SUCH COVENANTS BY THE EMPLOYEE.
7
The remedies of Company and Employee under this Contract are cumulative and will
not exclude any other remedies to which any party may be entitled hereunder,
including a right of offset, whether at law or in equity.
11.
NOTICES. ALL NOTICES ALLOWED OR REQUIRED TO BE GIVEN HEREUNDER MUST
BE IN WRITING AND DISPATCHED BY UNITED STATES CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO THE ADDRESS OF THE PARTY ENTITLED TO