NO REDUCTION FOR
COMMUTATION TO PRESENT VALUE, WITH THE FIRST PAYMENT OF ONE-HALF THE TOTAL
AMOUNT TO BE PAID TO BE MADE SIX MONTHS AND ONE DAY FOLLOWING THE DATE OF
TERMINATION OF EMPLOYEE'S EMPLOYMENT AND THE SECOND PAYMENT OF ONE-HALF THE
TOTAL AMOUNT TO BE PAID TO BE MADE ON THE FIRST ANNIVERSARY OF TERMINATION OF
EMPLOYEE'S EMPLOYMENT.
10.
COMPANY'S RIGHT TO OBTAIN AN INJUNCTION.
EMPLOYEE ACKNOWLEDGES
THAT THE COMPANY WILL HAVE NO ADEQUATE MEANS OF PROTECTING ITS RIGHTS UNDER
SECTIONS 8 AND 9 OTHER THAN BY SECURING AN INJUNCTION.
ACCORDINGLY, EMPLOYEE
AGREES THAT THE COMPANY IS ENTITLED TO ENFORCE THIS AGREEMENT BY OBTAINING A
PRELIMINARY AND PERMANENT INJUNCTION AND ANY OTHER APPROPRIATE EQUITABLE RELIEF
IN ANY COURT OF COMPETENT JURISDICTION.
EMPLOYEE ACKNOWLEDGES THAT THE
11
COMPANY'S RECOVERY OF DAMAGES WILL NOT BE AN ADEQUATE MEANS TO REDRESS A BREACH
OF THIS AGREEMENT.
NOTHING CONTAINED IN THIS SECTION 10 SHALL PROHIBIT THE
COMPANY FROM OBTAINING ANY APPROPRIATE REMEDIES IN ADDITION TO INJUNCTIVE
RELIEF, INCLUDING RECOVERY OF DAMAGES.
11.
WAIVER OF RIGHTS.
IN CONSIDERATION OF THE EMPLOYMENT OFFERED
HEREUNDER AND THE PAYMENTS MADE PURSUANT TO SECTION 5 AND THE OTHER TERMS OF
THIS AGREEMENT, EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYMENT AGREEMENT DATED
SEPTEMBER 30, 1999, BETWEEN EMPLOYEE AND THE COMPANY IS HEREBY TERMINATED, AND
EMPLOYEE FOREVER WAIVES, RELEASES AND DISCHARGES THE COMPANY, ANY COMPANY
AFFILIATE, AND ANY OF THEIR SUBSIDIARIES, SHAREHOLDERS OR AFFILIATES AND ANY OF
THEIR SUCCESSORS AND ASSIGNS FROM ANY CLAIMS, RIGHTS AND PRIVILEGES UNDER SUCH
AGREEMENT.
12.
GENERAL PROVISIONS.
(A)
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE
UNDERSTANDING BETWEEN THE PARTIES HERETO RELATING TO THE EMPLOYMENT OF EMPLOYEE
BY THE COMPANY AND SUPERSEDES ANY AND ALL PRIOR EMPLOYMENT OR COMPENSATION
AGREEMENTS BETWEEN THE COMPANY AND EMPLOYEE.
(B)
ASSIGNABILITY.
NEITHER THIS AGREEMENT NOR ANY RIGHT OR INTEREST
HEREUNDER SHALL BE ASSIGNABLE BY EMPLOYEE, HIS BENEFICIARIES OR LEGAL
REPRESENTATIVES, WITHOUT THE COMPANY'S PRIOR WRITTEN CONSENT; PROVIDED, HOWEVER,
THAT NOTHING SHALL PRECLUDE (I) EMPLOYEE FROM DESIGNATING A BENEFICIARY TO
RECEIVE ANY BENEFIT PAYABLE HEREUNDER UPON HIS DEATH OR DISABILITY, OR (II) THE
EXECUTORS, ADMINISTRATORS OR OTHER LEGAL REPRESENTATIVES OF EMPLOYEE OR HIS
ESTATE FROM ASSIGNING ANY RIGHTS HEREUNDER TO THE PERSON OR PERSONS ENTITLED
THEREUNTO.
(C)
BINDING AGREEMENT.
THIS AGREEMENT SHALL BE BINDING UPON, AND
INURE TO THE BENEFIT OF, EMPLOYEE AND THE COMPANY AND THEIR PERMITTED SUCCESSORS
AND ASSIGNS.
(D)
AMENDMENT OF AGREEMENT.
THIS AGREEMENT MAY NOT BE AMENDED EXCEPT
BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTIES HERETO.
(E)
INSURANCE.
THE COMPANY, AT ITS DISCRETION, MAY APPLY FOR AND
PROCURE IN ITS OWN NAME AND FOR ITS OWN BENEFIT, LIFE INSURANCE ON EMPLOYEE IN
ANY AMOUNT OR AMOUNTS CONSIDERED ADVISABLE; AND EMPLOYEE SHALL HAVE NO RIGHT,
TITLE OR INTEREST THEREIN.
EMPLOYEE SHALL SUBMIT TO ANY MEDICAL OR OTHER
EXAMINATION AND EXECUTE AND DELIVER ANY APPLICATIONS OR OTHER INSTRUMENTS IN
WRITING AS MAY BE REASONABLY NECESSARY TO OBTAIN SUCH INSURANCE.
(F)
SEVERABILITY.
IF ANY PROVISION CONTAINED IN THIS AGREEMENT SHALL
FOR ANY REASON BE HELD INVALID, ILLEGAL OR