COMPANY FOR RESIGNATION FOR
GOOD REASON OR THE COMPANY'S NOTICE TO THE EXECUTIVE FOR TERMINATION WITHOUT
CAUSE (IN EACH CASE, THE "DATE OF TERMINATION"). UPON ANY TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT HEREUNDER PURSUANT TO THIS SECTION 4, THE EXECUTIVE WILL
NOT BE ENTITLED TO, AND HEREBY IRREVOCABLY WAIVES, ANY FURTHER PAYMENTS OR
BENEFITS OF ANY NATURE PURSUANT TO THIS EMPLOYMENT AGREEMENT, OR AS A RESULT OF
SUCH TERMINATION, EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS EMPLOYMENT
AGREEMENT, THE STOCKHOLDERS AGREEMENT BETWEEN PARENT AND CERTAIN OF THE
EQUITYHOLDERS OF PARENT (THE "STOCKHOLDERS AGREEMENT") OR IN ANY STOCK OPTION
PLANS ADOPTED BY PARENT. NOTWITHSTANDING THE FOREGOING, UPON ANY TERMINATION OF
THE EXECUTIVE'S EMPLOYMENT HEREUNDER, THE EXECUTIVE SHALL CONTINUE TO BE
ENTITLED TO (I) THE RIGHTS TO INDEMNIFICATION PURSUANT TO THE COMPANY'S CHARTER
OR BY LAWS OR ANY WRITTEN AGREEMENT BETWEEN THE EXECUTIVE AND THE COMPANY AND
(II) RIGHTS WITH RESPECT TO ANY DIRECTORS AND OFFICERS INSURANCE POLICY OF THE
COMPANY.
(I)
TERMINATIONS NOT A BREACH. THE TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT PURSUANT TO THIS SECTION 4 SHALL NOT CONSTITUTE A BREACH OF THIS
EMPLOYMENT AGREEMENT BY THE PARTY RESPONSIBLE FOR THE TERMINATION, AND THE
RIGHTS AND RESPONSIBILITIES OF THE PARTIES UNDER THIS EMPLOYMENT AGREEMENT AS A
RESULT OF SUCH TERMINATION SHALL BE AS DESCRIBED IN THIS SECTION 4.
(J)
RELEASE. THE EXECUTIVE AGREES THAT THE EXECUTIVE SHALL BE
ENTITLED TO THE PAYMENTS AND SERVICES PROVIDED FOR IN THIS SECTION 4 (OTHER THAN
THE ACCRUED OBLIGATIONS), IF ANY, IF AND ONLY IF THE EXECUTIVE HAS EXECUTED AND
DELIVERED THE RELEASE ATTACHED AS ANNEX A AND FIFTEEN (15) DAYS HAVE ELAPSED
SINCE SUCH EXECUTION WITHOUT ANY REVOCATION THEREOF BY THE EXECUTIVE.
(K)
WITHHOLDING. ALL AMOUNTS PAYABLE TO THE EXECUTIVE AS COMPENSATION
HEREUNDER SHALL BE SUBJECT TO ALL CUSTOMARY WITHHOLDING, PAYROLL AND OTHER
TAXES. THE COMPANY SHALL BE ENTITLED TO DEDUCT OR WITHHOLD FROM ANY AMOUNTS
PAYABLE TO THE EXECUTIVE ANY FEDERAL, STATE, LOCAL OR FOREIGN WITHHOLDING TAXES,
EXCISE TAX, OR EMPLOYMENT TAXES IMPOSED WITH RESPECT TO THE EXECUTIVE'S
COMPENSATION OR OTHER PAYMENTS OR THE EXECUTIVE'S OWNERSHIP INTEREST IN THE
COMPANY (INCLUDING, WITHOUT LIMITATION, WAGES, BONUSES, DIVIDENDS, THE RECEIPT
OR EXERCISE OF EQUITY OPTIONS AND/OR THE RECEIPT OR VESTING OF RESTRICTED
EQUITY).
5.
ACKNOWLEDGMENT. THE EXECUTIVE AGREES AND ACKNOWLEDGES THAT IN THE
COURSE OF RENDERING SERVICES TO THE COMPANY AND ITS CLIENTS AND CUSTOMERS, THE
EXECUTIVE WILL HAVE ACCESS TO AND BECOME ACQUAINTED WITH CONFIDENTIAL
INFORMATION ABOUT THE PROFESSIONAL, BUSINESS AND FINANCIAL AFFAIRS OF THE
COMPANY AND ITS AFFILIATES. THE EXECUTIVE ACKNOWLEDGES THAT THE COMPANY IS
ENGAGED AND WILL BE ENGAGED IN A HIGHLY COMPETITIVE BUSINESS, AND THE SUCCESS OF
6
THE COMPANY IN THE MARKETPLACE DEPENDS UPON ITS GOOD WILL AND REPUTATION FOR
QUALITY AND DEPENDABILITY. THE EXECUTIVE RECOGNIZES THAT IN ORDER TO GUARD THE
LEGITIMATE INTERESTS OF THE COMPANY AND ITS AFFILIATES, IT IS NECESSARY FOR THE
COMPANY TO PROTECT ALL CONFIDENTIAL INFORMATION. THE EXISTENCE OF ANY CLAIM OR
CAUSE OF ACTION BY THE EXECUTIVE AGAINST THE COMPANY SHALL NOT CONSTITUTE AND