BASE COMPENSATION PAYABLE UNDER SECTION 3.A. OF EXECUTIVE'S EMPLOYMENT
AGREEMENT FOR THE PERIOD PRIOR TO THE TERMINATION DATE; (B) AN AMOUNT EQUAL TO
ONE HUNDRED EIGHTY (180) DAYS OF ADDITIONAL BASE COMPENSATION AT THE RATE
DESCRIBED IN SECTION 3.A. OF EXECUTIVE'S EMPLOYMENT AGREEMENT, PAYABLE IN A LUMP
SUM, AND (C) ANY UNPAID REASONABLE BUSINESS EXPENSES INCURRED THROUGH THE
TERMINATION DATE.
PARENT FURTHER AGREES TO REIMBURSE EXECUTIVE FOR REASONABLE
COSTS AND EXPENSES INCURRED BY EXECUTIVE:
(X) IN CONNECTION WITH EXECUTIVE'S
RELOCATION FROM NIAGARA FALLS, NY TO THE CHICAGO, IL METROPOLITAN AREA AND
(Y) AT PARENT'S DIRECTION IN CONNECTION WITH EXECUTIVE'S EFFORTS PURSUANT TO
SECTION 1.2 ABOVE, SUBJECT IN EACH CASE TO PARENT'S RECEIPT OF ADEQUATE
DOCUMENTATION THEREOF AND COMPLIANCE WITH PARENT'S APPLICABLE POLICIES AND
PROCEDURES.
SECTION 2.2
BENEFITS.
SUBSEQUENT TO THE CLOSE OF BUSINESS ON THE
TERMINATION DATE, EXECUTIVE SHALL CEASE TO BE ELIGIBLE TO PARTICIPATE IN ALL
EMPLOYER EMPLOYEE BENEFIT PLANS, PROVIDED THAT, FOR THE PERIOD COMMENCING ON THE
TERMINATION DATE AND ENDING ON THE EARLIER OF (A) THE DATE ONE HUNDRED EIGHTY
(180) DAYS FOLLOWING THE TERMINATION DATE, OR (B) THE DATE ON WHICH EXECUTIVE IS
ELIGIBLE TO RECEIVE EMPLOYER HEALTH INSURANCE COVERAGE THROUGH A NEW EMPLOYER,
EMPLOYER WILL PAY THE COST OF (1) EXECUTIVE'S PREMIUMS FOR CONTINUATION
HEALTHCARE COVERAGE UNDER SECTION 4980B OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (COBRA) AND (2) REIMBURSEMENT UNDER EXEC-U-CARE® CONSISTENT WITH
EXECUTIVE'S PARTICIPATION IN EXEC-U-CARE® PRIOR TO THE TERMINATION DATE.
SECTION 2.3
WITHHOLDING OF TAXES.
PARENT MAY WITHHOLD FROM ANY
BENEFITS OR COMPENSATION PAYABLE UNDER THIS AGREEMENT ALL FEDERAL, STATE, CITY
OR OTHER TAXES AS MAY BE REQUIRED PURSUANT TO ANY LAW OR GOVERNMENTAL REGULATION
OR RULING.
SECTION 2.4
NO OTHER PAYMENTS.
EXCEPT AS SPECIFICALLY PROVIDED IN
THIS AGREEMENT OR AS OTHERWISE MAY BE REQUIRED BY LAW, EXECUTIVE ACKNOWLEDGES
AND AGREES THAT HE SHALL NOT BE ENTITLED TO RECEIVE ANY OTHER PAYMENTS, SALARY,
BONUS, PENSION, MEDICAL, LIFE, DISABILITY INSURANCE OR ANY OTHER BENEFITS,
INCENTIVE COMPENSATION, OR SEVERANCE OR SEPARATION PAY OR ANY OTHER CLAIM OR
COMPENSATION OR BENEFITS OF ANY KIND OR NATURE WHATSOEVER THAT EXECUTIVE MAY NOW
HAVE OR EVER CLAIMED TO HAVE BEEN ENTITLED TO FROM EMPLOYER OR ANY AFFILIATE.
EXECUTIVE'S PARTICIPATION IN ANY OTHER EMPLOYEE BENEFIT PLAN MAINTAINED BY
EMPLOYER OR ANY AFFILIATE SHALL TERMINATE EFFECTIVE AS OF THE TERMINATION DATE
IN ACCORDANCE WITH THE TERMS OF SUCH EMPLOYEE BENEFIT PLANS AND APPLICABLE LAW.
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT
AS OF THE TERMINATION DATE, HIS RIGHTS UNDER THE EMPLOYMENT AGREEMENT SHALL BE
VOID AND CEASE TO HAVE ANY EFFECT AND THIS AGREEMENT SHALL PROVIDE THE SOLE
RIGHT EXECUTIVE MAY HAVE UPON TERMINATION OF HIS EMPLOYMENT.
2
ARTICLE III:
RESTRICTIVE COVENANTS
SECTION 3.1
ACKNOWLEDGEMENTS.
EXECUTIVE ACKNOWLEDGES THAT:
(I) AS
A RESULT OF EXECUTIVE'S EMPLOYMENT
WITH EMPLOYER, HE OBTAINED SECRET,
PROPRIETARY AND CONFIDENTIAL INFORMATION CONCERNING THE BUSINESS OF EMPLOYER,
INCLUDING, WITHOUT LIMITATION, BUSINESS AND MARKETING PLANS, STRATEGIES,
EMPLOYEE LISTS, PATRON LISTS, OPERATING PROCEDURES, BUSINESS RELATIONSHIPS
(INCLUDING PERSONS, CORPORATIONS OR OTHER ENTITIES PERFORMING