ITS
REDUCED FORM, SUCH PROVISION SHALL THEN BE ENFORCEABLE. THE PARTIES HERETO
INTEND AND AGREE THAT THE COVENANTS CONTAINED IN SECTION 7(A) SHALL BE CONSTRUED
AS A SERIES OF SEPARATE COVENANTS, ONE FOR EACH MUNICIPALITY, COMMUNITY OR
COUNTY INCLUDED WITHIN THE AREA DESIGNATED BY SECTION 7(A). EXCEPT FOR
GEOGRAPHIC COVERAGE, THE TERMS AND CONDITIONS OF EACH SEPARATE COVENANT SHALL BE
DEEMED IDENTICAL TO THE COVENANT CONTAINED IN SECTION 7(A). FURTHERMORE, IF ANY
COURT SHALL REFUSE TO ENFORCE ANY OF THE SEPARATE COVENANTS DEEMED INCLUDED IN
SECTION 7(A), THEN SUCH UNENFORCEABLE COVENANT SHALL BE DEEMED ELIMINATED FROM
THE PROVISIONS HEREOF TO THE EXTENT NECESSARY TO PERMIT THE REMAINING SEPARATE
COVENANTS TO BE ENFORCED IN ACCORDANCE WITH THEIR TERMS.
SECTION 8.
RESPONSIBILITY UPON TERMINATION. UPON
THE TERMINATION OF HIS EMPLOYMENT FOR ANY REASON AND IRRESPECTIVE OF WHETHER OR
NOT SUCH TERMINATION IS VOLUNTARY ON HIS PART:
(A)
THE EXECUTIVE SHALL ADVISE THE COMPANY OF
THE IDENTITY OF HIS NEW EMPLOYER WITHIN THEN (10) DAYS AFTER ACCEPTING NEW
EMPLOYMENT AND FURTHER AGREES TO KEEP THE COMPANY SO ADVISED OF ANY CHANGE IN
EMPLOYMENT DURING THE NON-COMPETITION PERIOD;
(B)
THE COMPANY IN ITS SOLE DISCRETION MAY
NOTIFY ANY NEW EMPLOYER, WHO THE COMPANY HAS GOOD FAITH BASIS TO BELIEVE IS A
COMPETITOR PURSUANT TO SECTION 7 OF THIS AGREEMENT, OF THE EXECUTIVE THAT HE HAS
AN OBLIGATION NOT TO COMPETE WITH THE COMPANY DURING THE NON-COMPETITION PERIOD;
AND
5
(C)
THE EXECUTIVE SHALL DELIVER TO THE COMPANY
ANY AND ALL RECORDS, FORMS, CONTRACTS, MEMORANDA, WORK PAPERS, CUSTOMER DATA AND
ANY OTHER DOCUMENTS (WHETHER IN WRITTEN FORM, ON COMPUTERS OR DISCS OR
OTHERWISE) WHICH HAVE COME INTO HIS POSSESSION BY REASON OF HIS EMPLOYMENT WITH
THE COMPANY, IRRESPECTIVE OF WHETHER OR NOT ANY OF SAID DOCUMENTS WERE PREPARED
FOR HIM, AND HE SHALL NOT RETAIN MEMORANDA IN RESPECT OF OR COPIES OF ANY OF
SAID DOCUMENTS.
SECTION 9.
NONSOLICITATION.
THE EXECUTIVE AGREES
THAT DURING THE TERM OF HIS EMPLOYMENT WITH THE COMPANY AND FOR A PERIOD OF
TWELVE (12) MONTHS THEREAFTER, HE WILL NOT, AND WILL NOT ASSIST ANY OF HIS
AFFILIATES TO, DIRECTLY OR INDIRECTLY, RECRUIT OR OTHERWISE SOLICIT OR INDUCE
ANY EXECUTIVE, CUSTOMER, SUBSCRIBER OR SUPPLIER OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES ABOUT WHOM OR WHICH HE GAINED CONFIDENTIAL INFORMATION WHILE AT THE
COMPANY TO TERMINATE ITS EMPLOYMENT OR ARRANGEMENT WITH THE COMPANY OR ANY OF
ITS SUBSIDIARIES, OTHERWISE CHANGE ITS RELATIONSHIP WITH THE COMPANY OR ANY OF
ITS SUBSIDIARIES, OR ESTABLISH ANY RELATIONSHIP WITH THE EXECUTIVE OR ANY OF HIS
AFFILIATES FOR ANY BUSINESS PURPOSE DEEMED MATERIALLY COMPETITIVE WITH THE
BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, IF ANY.
SECTION 10.
TERMINATION.
(A)
TERMINATION FOR CAUSE. NOTWITHSTANDING
ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE BOARD MAY TERMINATE THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY FOR CAUSE; PROVIDED THAT THE EXECUTIVE
SHALL BE GIVEN NOTICE OF THE COMPANY'S INTENT TO TERMINATE HIS EMPLOYMENT FOR
CAUSE, THE NATURE OF THE CAUSE, AND, IF CURABLE, A REASONABLE OPPORTUNITY TO
REMEDY THE