UNCURED FOR A PERIOD EQUAL TO AT LEAST
THIRTY (30) DAYS AFTER WRITTEN NOTICE OF SUCH EVENT FROM EXECUTIVE.
8.
EMPLOYMENT-AT-WILL.
Subject to the
termination obligations, if any, provided for in this Agreement, Executive
hereby agrees that the Company may dismiss him and terminate his employment with
the Company without regard to (i) any general or specific policies (whether
written or oral) of the Company relating to the employment or termination of its
employees, or (ii) any statements made to Executive, whether made orally or
contained in any document, pertaining to Executive's relationship with the
Company, or (iii) assignment of Cause by the Executive.
Inclusion under any
benefit plan or compensation arrangement will not give the Executive any right
or claim to any benefit hereunder except to the extent such right has become
fixed under the express terms of this Agreement.
9.
INSURANCE.
The Company may, for its
own benefit, maintain "keyman" life and disability insurance policies covering
the Executive, provided the same does not prevent Executive from obtaining
reasonable amounts of insurance for his family or estate planning needs.
The
Executive will cooperate with the Company and provide such information or other
assistance as the Company may reasonably request in connection with the Company
obtaining and maintaining such policies.
11
10.
EXECUTIVE REPRESENTATION.
(A)
THE EXECUTIVE HEREBY REPRESENTS AND
WARRANTS TO THE COMPANY THAT (I) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT BY THE EXECUTIVE DOES NOT AND WILL NOT CONFLICT WITH, BREACH, VIOLATE
OR CAUSE A DEFAULT UNDER ANY AGREEMENT, CONTRACT OR INSTRUMENT TO WHICH THE
EXECUTIVE IS A PARTY OR ANY JUDGMENT, ORDER OR DECREE TO WHICH THE EXECUTIVE IS
SUBJECT, (II) THE EXECUTIVE IS NOT A PARTY TO OR BOUND BY ANY EMPLOYMENT
AGREEMENT, CONSULTING AGREEMENT, NON-COMPETE AGREEMENT, CONFIDENTIALITY
AGREEMENT OR SIMILAR AGREEMENT WITH ANY OTHER PERSON OR ENTITY AND (III) UPON
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY AND THE EXECUTIVE,
THIS AGREEMENT WILL BE A VALID AND BINDING OBLIGATION OF THE EXECUTIVE,
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(B)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE
SHALL ADHERE TO ALL POLICIES AND PROCEDURES ESTABLISHED BY THE COMPANY FROM TIME
TO TIME IN ITS DISCRETION, GENERALLY APPLICABLE TO ALL EXECUTIVES OF THE COMPANY
AND DISCLOSED TO EXECUTIVE, INCLUDING WITHOUT LIMITATION, ANY POLICIES RELATED
TO SEXUAL HARASSMENT, ANTI-DISCRIMINATION AND SIMILAR EMPLOYMENT PRACTICES.
(C)
EXECUTIVE REPRESENTS AND AGREES THAT HE
FULLY UNDERSTANDS HIS RIGHT TO DISCUSS ALL ASPECTS OF THIS AGREEMENT WITH HIS
PRIVATE ATTORNEY, AND THAT TO THE EXTENT, IF ANY, THAT HE DESIRED, HE AVAILED
HIMSELF OF SUCH RIGHT.
EXECUTIVE FURTHER REPRESENTS THAT HE HAS CAREFULLY READ
AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT, THAT HE IS
COMPETENT TO EXECUTE THIS AGREEMENT, THAT HIS AGREEMENT TO EXECUTE THIS
AGREEMENT HAS NOT BEEN OBTAINED BY ANY DURESS AND THAT HE FREELY AND VOLUNTARILY
ENTERS INTO IT, AND THAT HE HAS READ THIS DOCUMENT IN ITS ENTIRETY AND FULLY
UNDERSTANDS THE MEANING, INTENT AND CONSEQUENCES OF THIS DOCUMENT.
11.
NOTICES.
ALL