OF HIS EMPLOYMENT WITH THE COMPANY, IRRESPECTIVE
OF WHETHER OR NOT ANY OF SAID DOCUMENTS WERE PREPARED FOR HIM, AND HE SHALL NOT
RETAIN MEMORANDA IN RESPECT OF OR COPIES OF ANY OF SAID DOCUMENTS.
SECTION 8.
NONSOLICITATION. THE EXECUTIVE AGREES THAT FOR A PERIOD OF
TWELVE (12) MONTHS AFTER THE DATE HE CEASES TO BE AN EMPLOYEE OF THE COMPANY, HE
WILL NOT, AND WILL NOT ASSIST ANY OF HIS AFFILIATES TO, DIRECTLY OR INDIRECTLY,
RECRUIT OR OTHERWISE SOLICIT OR INDUCE ANY EMPLOYEE, CUSTOMER, PARTNER OR
SUPPLIER OF THE COMPANY OR ANY OF ITS AFFILIATES TO TERMINATE ITS RELATIONSHIP
OR ARRANGEMENT WITH THE COMPANY OR ANY OF ITS AFFILIATES, OTHERWISE CHANGE ITS
RELATIONSHIP WITH THE COMPANY OR ANY OF ITS AFFILIATES, OR ESTABLISH ANY
RELATIONSHIP WITH THE FOREGOING OR ANY OF ITS OR THEIR RESPECTIVE AFFILIATES FOR
ANY BUSINESS PURPOSE.
SECTION 9.
TERMINATION.
(A)
TERMINATION FOR CAUSE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN
TO THE CONTRARY, THE BOARD MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY FOR CAUSE; PROVIDED THAT THE EXECUTIVE SHALL BE GIVEN NOTICE OF THE
COMPANY'S INTENT TO TERMINATE HIS EMPLOYMENT FOR CAUSE, THE NATURE OF THE CAUSE
AND, IF CURABLE, A REASONABLE OPPORTUNITY TO REMEDY THE CAUSE. FOR THE PURPOSES
OF THIS SECTION 9(A), THE TERM "REASONABLE" SHALL MEAN THAT AMOUNT OF TIME
DEEMED REASONABLE BY THE BOARD ACTING IN GOOD FAITH AND IN LIGHT OF THE NATURE
OF THE CAUSE. FOR PURPOSES OF THIS AGREEMENT, THE TERM "CAUSE" SHALL MEAN, THE
OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING (I) THE COMMISSION OF ANY ACT OF
THEFT OR FRAUD ON THE PART OF THE EXECUTIVE AGAINST THE COMPANY, (II) ANY ACT OR
OMISSION WHICH CONSTITUTES A MATERIAL BREACH BY THE EXECUTIVE OF THIS AGREEMENT,
INCLUDING A REFUSAL OR FAILURE BY THE EXECUTIVE TO PERFORM HIS DUTIES AND
OBLIGATIONS HEREUNDER, (III) THE EXECUTIVE HAS BEEN CONVICTED OF A CRIME,
(IV) THE EXECUTIVE BECOMES DISABLED (AS HEREINAFTER DEFINED), OR (V) THE DEATH
OF THE EXECUTIVE. FOR PURPOSES OF THIS AGREEMENT, "DISABLED" SHALL MEAN THE
EXECUTIVE'S INABILITY, DUE TO ILLNESS, ACCIDENT OR ANY OTHER PHYSICAL OR MENTAL
CONDITION, TO PERFORM THE ESSENTIAL FUNCTIONS OF HIS POSITION OR THIS AGREEMENT,
WITH OR WITHOUT REASONABLE ACCOMMODATION, FOR MORE THAN 26 WEEKS CONSECUTIVELY
OR FOR INTERMITTENT PERIODS AGGREGATING 39 WEEKS DURING ANY 78-WEEK PERIOD
DURING THE EMPLOYMENT TERM, EXCEPT AS OTHERWISE REQUIRED BY LAW.
If, during the Employment Term the Company terminates the Executive's employment
pursuant to clauses (i), (ii), (iii), (iv) or (v) of this paragraph (a), then,
from and after the date the Executive's termination is effective (the
"Termination Date"), the Executive shall (a) have no right to receive any
further Salary following the Termination Date, (b) cease to be covered under
6
or be permitted to participate in any Benefits (except payments due to the
Executive or the Executive's beneficiaries or representatives under any
applicable life or disability insurance plans or policies) and (c) shall have no
further right to purchase shares of the Company's Common Stock