V
LIMITATIONS AND CONDITIONS ON BENEFITS
5.1
RIGHT TO BENEFITS.
IF A TERMINATION EVENT DOES NOT OCCUR,
EXECUTIVE SHALL NOT BE ENTITLED TO RECEIVE ANY BENEFITS DESCRIBED IN THIS
AGREEMENT, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN.
IF A TERMINATION
EVENT OCCURS, EXECUTIVE SHALL BE ENTITLED TO RECEIVE THE BENEFITS DESCRIBED IN
THIS AGREEMENT ONLY IF EXECUTIVE COMPLIES WITH THE RESTRICTIONS AND LIMITATIONS
SET FORTH IN THIS ARTICLE V.
5.2
NO MITIGATION.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN,
EXECUTIVE SHALL NOT BE REQUIRED TO MITIGATE DAMAGES OR THE AMOUNT OF ANY PAYMENT
PROVIDED UNDER THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT OR OTHERWISE, NOR
SHALL THE AMOUNT OF ANY PAYMENT PROVIDED FOR UNDER THIS AGREEMENT BE REDUCED BY
ANY COMPENSATION EARNED BY EXECUTIVE AS A RESULT OF EMPLOYMENT BY ANOTHER
EMPLOYER OR BY RETIREMENT BENEFITS AFTER THE DATE OF THE TERMINATION EVENT, OR
OTHERWISE.
5.3
WITHHOLDING TAXES.
THE COMPANY SHALL WITHHOLD APPROPRIATE FEDERAL,
STATE, LOCAL OR FOREIGN INCOME, EMPLOYMENT AND OTHER APPLICABLE TAXES FROM ANY
PAYMENTS HEREUNDER.
5.4
OBLIGATIONS OF EXECUTIVE.
(A)
FOR TWO YEARS FOLLOWING A TERMINATION EVENT, EXECUTIVE AGREES NOT
TO PERSONALLY SOLICIT ANY OF THE EMPLOYEES EITHER OF THE COMPANY OR OF ANY
ENTITY IN WHICH THE COMPANY DIRECTLY OR INDIRECTLY POSSESSES THE ABILITY TO
DETERMINE THE VOTING OF 50% OR MORE OF THE VOTING SECURITIES OF SUCH ENTITY
(INCLUDING TWO-PARTY JOINT VENTURES IN WHICH EACH PARTY POSSESSES 50% OF THE
TOTAL VOTING POWER OF THE ENTITY) TO BECOME EMPLOYED ELSEWHERE OR PROVIDE THE
NAMES OF SUCH EMPLOYEES TO ANY OTHER COMPANY THAT EXECUTIVE HAS REASON TO
BELIEVE WILL SOLICIT SUCH EMPLOYEES.
(B)
FOLLOWING THE OCCURRENCE OF A TERMINATION EVENT, EXECUTIVE AGREES
TO CONTINUE TO SATISFY HIS/HER OBLIGATIONS UNDER THE TERMS OF THE COMPANY'S
STANDARD FORM OF AGREEMENT REGARDING CONFIDENTIAL INFORMATION AND PROPRIETARY
DEVELOPMENT PREVIOUSLY EXECUTED BY EXECUTIVE (OR ANY COMPARABLE AGREEMENT
SUBSEQUENTLY EXECUTED BY EXECUTIVE IN SUBSTITUTION OR SUPPLEMENT THERETO).
(C)
EXECUTIVE ACKNOWLEDGES AND RECOGNIZES THAT PAYMENTS AND BENEFITS
UNDER THIS AGREEMENT WILL CEASE IF, WITHIN ONE YEAR FOLLOWING A TERMINATION
EVENT, EXECUTIVE (WHETHER ON EXECUTIVE'S OWN BEHALF OR ON BEHALF OF OR IN
CONJUNCTION WITH ANY PERSON, COMPANY, BUSINESS ENTITY OR OTHER ORGANIZATION
WHATSOEVER), DIRECTLY OR INDIRECTLY, EITHER (I) ENGAGES IN ANY BUSINESS THAT IS
A COMPETITIVE BUSINESS OR (II) ENTERS THE EMPLOY OF, OR RENDER ANY SERVICES TO,
ANY PERSON OR ENTITY (OR ANY DIVISION OF ANY PERSON OR ENTITY) THAT ENGAGES IN A
COMPETITIVE BUSINESS.
FOR PURPOSES OF THIS AGREEMENT, THE TERM "COMPETITIVE
BUSINESS" SHALL INCLUDE ANY PERSON OR ENTITY THAT COMPETES WITH ANY BUSINESS OF
THE COMPANY OR ITS AFFILIATES AT THE TIME OF THE TERMINATION EVENT (INCLUDING,
WITHOUT LIMITATION, BUSINESSES THAT THE COMPANY OR ITS AFFILIATES HAVE SPECIFIC
PLANS AT THE TIME OF THE TERMINATION EVENT TO CONDUCT IN THE FUTURE, OF WHICH
PLANS EXECUTIVE IS AWARE AT THAT TIME) IN ANY GEOGRAPHICAL AREA WHERE THE
COMPANY OR ITS AFFILIATES MANUFACTURE,
9
SELL, LEASE, RENT, LICENSE, OR OTHERWISE PROVIDE THEIR PRODUCTS OR SERVICES
(INCLUDING, WITHOUT LIMITATION, GEOGRAPHICAL AREAS WHERE THE COMPANY